Infinity Labyrinth
by adoranymph
Summary: A little over 6 years ago, a hole was torn open in the sky over New York. And along with Loki's scepter, the Tesseract actually went missing too. And even with that, there was still an Age of Ultron and a Civil War. But now the Tesseract has been found, and in the hands of a powerful youth also known as...a "magical girl". And that's just the beginning.
1. The Missing Tesseract

**Chapter One**

 **The Missing Tesseract**

Homura Akemi was at the end of her rope.

Again, and again, and again, and again, and again, and again, and _again_ , she'd traveled back in time, doing this month over, and over, and over, and over, and over, and over, and _over_ , and _nothing_. _Nothing_ was changing. Sure, there were tweaks here and there, but the ending was always that terrible day, the wild and deadly hurricane that was Walpurgisnacht raging in the sky as she laughed with glorious and despairing insanity. And meanwhile she, bleeding and broken on the ground, her Soul Gem blackening, blackening, blackening, always helpless as Kyuubey lured Madoka Kaname into making a wish and becoming a Magical Girl.

That was _always_ how it ended.

Homura couldn't take much more of this.

Her cold facade and the shell around her heart had fractured.

She was out of alternatives.

 _Everything_ she tried just backfired on her in the end.

If only…if only….

She lay on her sofa in her lonely little flat, curled and beating her brain from the inside. Walpurgisnacht was coming. Tomorrow. Madoka had been here, begging her to understand that she had to become a Magical Girl so she could help her fight the most powerful Witch ever. Homura, overcome, and broken, just a little, had revealed everything to her in a fit of desperation to get Madoka to see how stupid that would be.

She told her that they had in fact met in an entirely different time, a time where Madoka had been the Magical Girl first, and the two of them had become dear friends—short a time as they'd had together, for not long after, Homura had had to watch her die.

But though she possessed the power to travel back in time, Time very stubbornly kept giving her the same outcome. She always tried to meet Madoka before she became a Magical Girl, and keep her from making a contract with the insidious incubator, Kyuubey, in order to become one. And always, always, _always_ , in the end, on that terrible day when Walpurgisnacht finally appeared, it would be down to her and Madoka. Sayaka was always dead after having turned inevitably into a Witch, Kyoko was always dead because of foolishly trying to save Sayaka, and Mami was always dead for any number of reasons. This most recent timeline, she'd had her head bitten off by the witch Charlotte in caterpillar form, Soul Gem and all; that had been particularly cruel.

And so, Madoka would make that choice, and make her wish, and become a Magical Girl, and either die, or start to turn into a Witch because her Soul Gem was blackened beyond repair (in which case Madoka would beg Homura to shoot her dead just to keep her from turning _into_ a Witch), _or_ she'd turn into a Witch that outmatched Walpurgisnacht tenfold, because she was just so abnormally strong in her magical potential (the main reason Kyuubey craved to have her as a Magical Girl in the first place).

To call it "exhausting" was an understatement.

She loved Madoka so much, that all her efforts to save her friend was killing her. Literally. She could feel it. A dark thing feeding on her from within.

She shuddered and took out her Soul Gem, the way the violet color was almost completely clouded in darkness. She bit her lip. She felt herself close to crying again. It had been forever since she'd actually cried, if you were adding up all the time loops she'd gone through.

What else could she do?

What else could she _change_ to break out of this hellish loop?

Her despair consuming her from within eventually wore her down to a numbness, where she had no energy to do anything, not even to sleep.

Like a zombie then (because that's really what she was, in the end, as Sayaka had come to see it) she reached over and clicked out of the desktop display of floating artwork on the large wall screen and turned it on to cable television, where the news report was in the middle of delivering a flash bulletin.

At first Homura didn't really register what was going on.

And then she did.

And then the wheels in her head started to turn again as something started to come to her. An idea. Formed from a memory triggered by the names announced on the television.

 _"…and despite the destruction in Sokovia, the Avengers…."_

The Avengers.

The _Avengers_.

What was that thing…that had happened in New York six years ago…where a portal to outer space had been opened…? She'd been a very small child when it had happened, but they flashed it on the TVs in the hospital, when she was first brought in to try and treat her heart condition.

Just imagine, if Homura could somehow find a way to get her hands on that kind of power, she could try to find some way to launch Walpurgishnacht through her a tear in the sky…perhaps into a part of the universe where a black hole was sucking light into oblivion, or into the burning fires of a star….

Moreover…who knew what else it could do? Destroy Walpurgisnacht with one shot, perhaps.

She had messed with weapons that were illegal in this country to be in the hands of a civilian, and she had messed with Time itself. What else did she have to lose?

That was it.

She had to bring something new into her equation.

She had to be far more drastic with her time-traveling. Keeping it to this month was clearly getting her less than nowhere.

If trying to convince Madoka wasn't enough, she had to do more to ensure a victory against Walpurgisnacht. That device that had torn open the sky had to have a power source, and with power like that, her victory was more than assured.

This wouldn't be the first time she'd stolen weapons. She'd come this far, she was willing to go a little further if it brought her closer to finally winning Madoka's salvation.

Something like hope started to glow inside her, a feeling she hadn't felt in what felt like many years. Slowly she sat up, cradling her Soul Gem in her palm, laying her other hand over her beating heart.

Her Gem wasn't black yet.

She closed it in her fist and stood.

She had a lot to do if she was going to make a time leap this big. In fact, she wasn't even sure she could pull it off, if her device had the capability to take her any further back that the day she got out of the hospital. But she had to try. Madoka was more than worth it.

And then…there was of course the rather difficult task of finding some way to get to New York.

* * *

The incubator had felt this disturbance before. This sense of finding itself feeling like it had just woken up, that it had been doing what some called dreaming.

And though it had this sense that this was something that had happened before, it couldn't remember for certain. Though it suspected that this had something to do with Homura Akemi. Perhaps it even pointed to why it was that one Madoka Kaname showed such potential to become the most powerful Magical Girl in the universe.

More disquieting though was it could also sense that this disturbance was somewhat altered compared to its predecessors. There was a stronger ripple of energy to it. And it wondered how it even knew that this was something to be compared in the first place.

Clearly the universe was falling even more out of balance than ever before. The incubator even had an inkling sensation of what they called…fear. Or rather, it sensed that any irrational, emotional being who could sense what it could sense would, at this moment, become very afraid, as the incubator itself could not feel anything like emotion.

Still, the possibility was now evident that even if it met its quota on Earth with all of the Magical Girls it was making contracts with, it still might not be enough. Even with its entire race of incubators working as one, doubling their efforts.

And then it heard the calamitous sound of thunderous laughter across the vast expanse of galaxies in the cold but beautiful cosmos, louder than any of the thousands of cries of pain and despair that surrounded it. (getting the Power Stone)

And then the incubator shivered impulsively, as if there had been a universal drop in temperature.

 _Thanos_.

* * *

This wasn't the first time Tony Stark had fallen. And given his experience with many a drunken night, let alone what it took for him to successfully construct his first Iron Man suit, this wasn't the first time he'd fallen hard _on his ass_.

Those things he could shake off. He'd learned to.

But when magic was involved, he'd be lying if he said it didn't annoy him.

Loki (the bastard) had had his tricks, but nothing compared to dealing with the likes of Dr. Stephen Strange. And they were supposed to be on the same team.

Then again, maybe part of it was all just because Strange reminded him a bit of himself.

Well, okay, maybe a _lot_.

The man himself had a grin that reached shit-eating levels of smugness as he peered down at him as he laid there on the spot where he'd crashed to the marble floor of the New York Sanctum. He could say what he wanted about having lost all his wealth trying to heal his unfixable broken hands to the point that he sunk to the humility of poverty and found enlightenment in what they called "the mystic arts" and rose to become one of the most powerful wielders of magic on Earth…but he was still a jackass.

And even though he and Strange had in fact floated about in the same circles, those circles had never actually overlapped before. Weapons and medicine weren't exactly known for rubbing elbows, except in the case of people getting hurt _from_ weapons and needing medical attention. No, they'd had to become superheroes in order to even be made personally aware of each other, apparently.

In fact, they probably wouldn't have met until much later if it hadn't been for the very worrisome event that had concluded the battle against Loki—that event being the Tesseract disappearing as if into thin air. But as it had happened, and the Avengers had grown desperate in their search for it along with Loki's scepter after it too had disappeared, S.H.I.E.L.D. had had the idea to bring the late Sorcerer Supreme's greatest pupil into the situation, having crossed paths with him once.

Well, okay, "greatest pupil" were _Strange's_ words.

"Hello, Stark."

"Hello, Strange."

Stark found it a bit odd that he wasn't all that winded. Sure, at first his insides felt like they'd been flattened into pancakes, but of course he was already bouncing back.

"Feeling better?" Strange asked, and Stark realized that the reason his body hadn't liquefied was _his_ doing.

"Like three rough nights drinking in Tijuana," Stark quipped, titling his head to one side and giving him a look that dared Strange to retort back. "I'm hurt though that you didn't take me out dancing first."

"Mmmm, let's say I took you to the amusement park on the tilt-o-whirl," Strange offered smugly, tilting his head back.

"Does that mean I get to throw up in your lap?" Stark asked.

"Not if you don't want me to imprison you in the Mirror Dimension," said Strange lightly.

And before Stark had a chance to ask what the hell he was talking about, Strange turned on his heel, tenting his fingers rather sinisterly, drifting away like he was on a damn Segway.

Stark heaved a sigh before dragging himself up off the floor. It wouldn't be the first time he'd done something like that. Though thankfully this time it wasn't after having to reimplant a replacement arc reactor in his chest.

Finding himself in the grand foyer of the New York Sanctum, Stark ruffled the dark hair at the back of his head.

"So, Jafar, you wanna tell me why you dragged me here?" he asked, still very annoyed at this unceremonious summoning, seeing as how he'd been in the middle of a conversation with Pepper (the serious kind, no less, where the progression of romantic relationships were concerned) when he'd gotten unceremoniously dragged into the hole that had appeared underneath his feet, traced by a spinning wheel of orange sparks.

Speaking of Pepper.

Stark's cell went off.

Strange stopped on his way to the staircase and turned, raising an eyebrow. "You need to take that?"

"Yeah, I do actually," said Stark, not bothering to hide how ticked he actually was as he dug into his designer jeans pocket. "Can't exactly use a magic mirror, can I?"

The corner of Strange's lip twitched as he reached inside his robes and withdrew a smartphone. "Not a magic mirror, though it _does_ have facial recognition."

To which Stark scoffed, seeing as how any technology not built by himself or from his resources was inferior in some capacity as a rule, before he answered his phone.

"Yeah?"

 _"Tony?"_

"Hey…Pepper…."

 _"Oh God…Tony, are you all right?"_

"Yeah…more or less…."

 _"Where are you?"_

"Ah…not sure…but I think I might be somewhere like…Aladdin's Cave of Wonders…" Stark guessed, glancing about the majestic hall where so many mystical objects were kept (at least he guessed they were mystical objects—either that or very random art pieces). Then he caught sight of Strange make the "wrap it up" gesture. Stark was so close to flipping him the bird it wasn't even funny.

 _"Tony, what're you talking about?"_

"Oh, nothing just…you know…Avengers business. I mean…well, okay, not _that_ obviously but—"

Meanwhile Strange typed something onto his phone and then showed him the screen.

LOOK, I KNOW WHERE THE TESSERACT IS.

Stark's jaw went slack as his voice trailed off, and he suddenly forgot how to speak for a moment, and about how prickly Strange seemed to make him.

When he finally found his voice again, he said, "Pepper, I'mma have to call you back…" and hung up on a protesting Pepper mid-sentence.

* * *

The incubator needed to test a variable. It needed to know if it was the only one that had heard that echo of universe-shattering laughter. If its hearing it had reached the rest of the collective, or if it had heard it because the collective had heard it.

So it appealed to one of its own kind.

"Juubey."

The fellow incubator some called Juubey looked around from where it had had its gaze fixated on the full moon reflected on the river it was sitting beside, its tail flicking from side to side.

"Kyuubey."

Kyuubey copied Juubey's pose of sitting back on its haunches, and when it too flicked its tail, it was much like that of a swaying cobra about to strike. At least, that's what an outsider might think. The likes of Kyuubey and Juubey were unconcerned with such things. Well, perhaps Kyuubey more so than Juubey. Juubey, for its part, appeared to have a slightly better insight into things, like that concept of "tricking" and why humans overreacted when they found out how Soul Gems worked.

"What appears to be on your mind, Kyuubey?" asked Juubey, licking a paw and then scratching at its ears much like an Earthen cat would do. While similar in appearance to its colleague, Juubey was mostly black, with only a head and ears that were white, and while Kyuubey's long ringed secondary ears came out of its primary ones, Juubey's came out of its neck.

"I was just wondering," said Kyuubey, musingly as it watched its fellow incubator move on to preening its secondary ears, "if perhaps you might have felt something peculiar in the last few hours?"

Juubey paused in its washing and looked up, lowering its forepaw. "I might have," it finally said, playing coy (as usual). "Why do you ask?"

"Obviously because _I_ felt something peculiar," said Kyuubey with its usual dispassionate patience. "The ringing laughter of a very powerful entity."

One of Juubey's primary ears flicked, and then the corner of its catlike mouth curved upward. To a human, they would have been very much unsettled by the expression. "That sounds rather interesting, Kyuubey. You know, now that you mention it, I might have felt a disturbance like that."

Kyuubey regarded its fellow with a rare grave edge. "It's Thanos."

Juubey's half-smile withdrew as it too took the situation more seriously. "More than likely," it agreed. It considered Kyuubey shrewdly. "Do you plan to do something about it?"

"He's a powerful being. If he _is_ active, I feel it's my responsibility as one of our kind to see what he plans now that he appears to be emerging from the shadows."

"Well, if you're going to do something like speak with him, there are a few things you should know first."

"That's what I was anticipating you would say."

Juubey actually rolled its eyes but didn't comment on this. "Well, for a start, he's in love with Death."

Kyuubey blinked. It didn't understand love itself, being an incubator, but it did understand that some fell into it. "Go on."

"So, it wishes to impress her. To win her favor. But more than that," Juubey added, "he does seek to do in bringing balance to the universe."

"Oh?"

"Observe."

Juubey nodded to the river besid them, and in its reflection, there appeared six lights that glowed in different colors. "He seeks these in order to achieve this. They are called…the Infinity Stones."

"I didn't believe those were real," said Kyuubey, the lights of the imitation stones shining in its pink eyes.

"Well they are," said Juubey as the images of the stones faded away, along with their imitation light. "But trying to use them has such a high probability of catastrophe that the collective deemed it not worth the risk for us to get the energy we need to stave off entropy using them. The system we employ on planets like Earth seems to be the most efficient and most low-risk strategy we've come up with."

"I'm aware of that." Kyuubey blinked slowly, its expression otherwise unchanging, unlike Juubey's seemed to do occasionally. "And I completely agree, given what the Infinity Stones are purported to be capable of. So, if a being like Thanos is trying to obtain them—and would most likely succeed in such an endeavor—that would be a problem on a universal scale. Which, given the math on that, would not be ideal."

"Not in the least," Juubey agreed. And then it got up on all four paws and arched its back in a very feline stretch before it sat back down on its haunches. "But what gives you the qualifications to be the one to handle this situation?"

"Nothing," Kyuubey said at once, and then it got up on all fours, swishing its very thick, vulpine tail. "But I will appeal to the collective as a whole now."

Juubey tilted its head to one side. "Then explain to me, if you were planning to appeal to the collective, why single me out to have this discussion with?"

"I suppose you could think of it as…." Kyuubey looked about, and its pink eyes fell on the deceptively calm waters of the river. "Testing the waters. I needed to have my query bounced off someone other than myself, separate, but still a member of the collective, before bringing it to the collective itself."

The corner of Juubey's mouth curled upward again. "Oh Kyuubey. And I thought you might actually say something radical, like the idea that you _enjoyed_ the act of discourse."

"Don't be ridiculous," said Kyuubey, in its usual calm and even tone. Not angry. Not happy. Not even an exhibition of ennui. Just very matter-of-fact. Like it always was. Like incubators were on the whole.

Even Juubey, who was a bit of an exception, kept to this for the most part.

"I was simply being carefully methodical," Kyuubey went on. "Anything involving Thanos needs to be approached with caution."

"Well, I would agree with that as well," said Juubey. "Thanos _is_ the Destroyer of Worlds."

Then Kyuubey closed its pink eyes, and when it opened them again, Juubey was gone.

* * *

"If you would take a look here."

Stark still seemed too stunned by the news that Strange had found the Tesseract, given that he didn't throw back some quip in answer to Strange's command. He simply nodded, and Strange cast a spell from the Eye of Agamoto around his neck, one that threw up a spherical image of the Earth, much in the way Stark liked to throw up his holograms and projected video clips left and right. And then he pointed to a cluster of blue energy gathered over the archipelago of Japan.

"I felt the energy spike just a few hours ago," Strange explained. "But it coincides with the patterns laid out by the Tesseract. Or rather, the 'Space Stone'."

Stark quit staring at the pulsing blue light flickering over Japan and stared at Strange through the translucent image of the world. "Come again?"

"Well, you see, the Tesseract is no ordinary anomaly of physics," said Strange, a little smugly, somewhat satisfied at the way the now nettled Stark muttered, "Oh, really? I had no idea," very sarcastically.

"So what is it then?" Stark pressed with a let's-get-this-over-with sigh.

"The cube itself was just a casing of sorts," Strange explained. He tapped the pulsing blue light, and conjured a new image of a replica of the Tesseract. Which he then stripped of its cubical shape, revealing the stone that was meant to be within. "The Space Stone. One of six Infinity Stones. Basically great sources of power that represent all aspects of matter in the universe: Space, Soul, Power, Reality, Mind, and…." He let the cover over the Eye of Agamoto twist open to reveal the final stone that was in his possession. "Time."

Stark blinked at the stone Strange had around his neck, and then blinked at Strange. "Wait…so…you've had the powers of time and space—"

"Not 'and space', just time."

"Whatever. So you've basically been wearing a nuclear bomb as a pendant."

"Oh, Mr. Stark, even a single Infinity Stone makes a nuclear bomb look like a Fourth of July sparkler."

"Ah, yeah. Well, that's certainly a more comforting way to put that. Which reminds me, you wouldn't happen to have any scotch on hand, would you?"

Now it was Strange's turn to sigh as he twisted the Eye of Agamoto closed and dispelled the image of the Space Stone and the world. "Stark, I assure you, the Time Stone in the Eye of Agamoto is more than safe in my very capable hands. Damaged as they are— _were_ ," he added with a bit of a dark undertone as said hands shook, just a little. Even after all this time, the damaged nerves, tendons, muscles, and joints that comprised the main structure of his very gifted surgeon's hands still trembled against his will, ever so slightly. Enough to keep him away from scalpels, at any rate. Sure, he was the Master of the New York Sanctum, but he did miss precisely slicing into people's brains in order to save their lives while jamming to 70s rock.

Well, then there was Christine.

Stark now had his hands delved deep in his jeans pockets and had turned to face out of one of the windows that looked out onto the unassuming street in Greenwich Village. But Strange sensed that the musing billionaire playboy was working up to a profound thought, so he stayed silent as he adjusted the ends of his sleeves in an attempt to forget about the weakness that still lingered in his hands in spite of the magic powers he had acquired since the accident.

Then Stark turned to him. "How come you contacted _me_ about this?" he asked, gesturing to his chest, right where they said the little arc reactor was set in, keeping his heart beating, making sure that piece of shrapnel stuck in there didn't finish its job and kill him.

Strange folded his arms. "You really can't fathom why, Stark?"

Stark hesitated, and then said, with the look of something dawning on him. And then his mouth curved upward, but the half-smile was humorless. "Look, Strange, if you're looking to instigate the protocol of the 'Avengers Initiative' again, I dunno if you've noticed, or…been watching television lately, but…the Avengers are pretty kaput at this point."

Strange raised an eyebrow. "Yes, I… _had_ heard something about…Captain America going AWOL?"

"Yeah, if you wanna call it that." Stark turned away again, his more clipped tone suggesting a temperament of a man who only quipped so much more as a defensive mechanism than anything else: a means to not have to get real when _shit_ got real.

Even so, his voice had strained, just a little, on that last word.

Strange knew a little something about that though and respectfully steered the conversation away from Captain America and the rest of the Avengers.

"I called you because it all started with you, Stark," he said simply. "Of all of the Avengers, of all the people who are aware of the fact that the Tesseract has been missing for nigh on six years, you're the one…still carrying the center of it all."

Stark scoffed and looked at Strange again. "What? Are you trying to say I'm…holding some kind of… _torch_ for the Avengers?"

"Well, for the longest time, Stark Tower _was_ its HQ…and even when it wasn't, that compound upstate was formerly a Stark Industries facility. You're very much the heart of it all, as they say. Everyone else is scattered."

"Yeah. You're right. I'm still here. Waiting. Sort of. I dunno."

There was a silence between them, and Stark looked at Strange again.

Then he said, "Okay. So. The Tesseract is in Japan, is it?"

"Yes."

"Do you know _where_ exactly?"

"I do, in fact," said Strange as he started up the marble main staircase and Stark followed.

"And that would be?" Stark pressed.

"There's a city along the eastern coast," Strange explained, stopping and turning back to look at Stark at the top of the staircase. "Mitakihara. Oh, and here's the kicker, as it were: I know who has it."

Stark raised his eyebrows, as if genuinely impressed, like he seemed to be at the idea that Strange had located the Tesseract. "Yeah?"

"I was able to trace its energy springing forth from a tear in time." Strange tapped the Eye of Agamoto around his neck. "Which I suppose might be why what's left of S.H.I.E.L.D. has yet to pick it up on their scanners. But I think I'd like to keep it that way at this point. The identity of the one who has it makes this a very delicate situation, and _that_ would be because it is in fact currently in the possession of a middle-school age girl named Homura Akemi."

Stark made a noise like his heart had in fact stopped even with the aid of the arc reactor, and then, mastering himself, muttered, "Brilliant. A humungous, possibly unstable power source in the hands of a teenager. Not even a teenager, a _preteen_. Not that I haven't dealt with super-power adolescents before. Or at least one…anyway."

"Well, I'm not keen on it either, Stark. So at least on the subject of rapscallions being in possession of ultimate power, we can both agree that's hardly ideal." And then, after he turned and started down the central corridor on the second floor of the Sanctum, he paused again and added, "Then again…there are _worse_ hands it could be in."

" _Worse_ hands? Like…planet-destroying hands perhaps?"

"What other hands could I possibly mean that would be worse?"

Then Strange shivered inwardly as he remembered what he still had yet to tell Stark.

About Thanos, Destroyer of Worlds…already on the move to gather all six Infinity Stones.

If nothing else, at least for this young Homura Akemi's sake, he _really_ hoped he and Stark could get the Tesseract back before Thanos found her.

Moreover, Homura Akemi in and of herself was going to be a problem—because he had detected a wisp of magic about her too. Not only that, but it was something that had echoed a darker power. The kind that started small while at the same time it preceded calamity.


	2. Déjà Vu

**Chapter Two**

 **Déjà Vu**

Madoka Kaname was no one special. Of course, her mom and dad would say different, but those were her parents. They would say it about her precious baby brother Tatsuya too. Not that that all didn't make Madoka very happy, because it did, as much as it made her happy to be friends with Sayaka Miki and Hitomi Shizuki.

And for Madoka, that was more than enough.

She was average, but she had nothing to complain about concerning that. To be average meant she didn't have any real problems to speak of, except for all the normal ones most girls her age went through. Next year, she'd be in ninth grade and have to start thinking about high school entrance exams. Other than that, things were fair, and she was content.

She loved her life.

She wouldn't change it for anything in the world.

And yet….

Something nagged at the back of her mind.

She'd been having this cycle of dreams lately about this mysterious raven-haired girl with violet eyes, and last night's dream had been particularly intense, because that girl had actually been crying. Crying and pleading with her, though Madoka couldn't remember for what.

This weighed on her mind as she stood next to her mother, the two of them brushing their teeth in front of the bathroom mirror.

"So, what's going on in your world?" her mother, Junko Kaname, asked her groggily before she spit into the sink.

Not wanting to bring up something so strange before they even had breakfast, Madoka pushed her strange dreams out of the forefront of her thoughts for the moment.

"Eh…not much," she mumbled with the toothbrush still in her mouth, so that it sounded like she'd said, "Eh..noth muth." Then she too spit and added, more clearly, "Hitomi got another secret-admirer note."

"Well, if a guy can't tell you he likes you to your face, he's not worth it," Junko opined as she leaned toward the mirror and started on her makeup.

Madoka smiled. "I agree, Mom."

Then she told her mom about another friend of hers and her boyfriend and their three-month anniversary. Then, after a little more relationship talk, Madoka's mother had finished doing her makeup and Madoka had finished tying her pink hair into little pigtails. Now she was trying to decide between two ribbon colors.

"Go with the pink ones," her mother told her at once, hitching her makeup case over her shoulder and grinning at her daughter.

"You don't think it's too flashy?" Madoka asked.

"There's no such thing as too flashy." And then her mother winked at her.

So Madoka went with the pink ribbons and tied them into neat little bows at the cinch in each of her pigtails. When she finished, she couldn't help beaming at herself in the mirror. She did look very cute.

"That's my girl." Junko tucked back a few pink locks. "Those boys better watch out."

"Oh Mom," said Madoka, and she blushed humbly.

But her thoughts concerning her dreams came back to her as she ate the breakfast her father had made them. She did her best to eat up nonetheless, catching sight of the headline on her mother's copy of the newspaper—WHERE IS CAPTAIN AMERICA NOW?—just before it disappeared as her mother lowered it when she bent to catch Tatsuya's slice of bread before it fell to the floor when he playfully dropped it by accident.

"Oh! That was a close one!" she laughed, bringing up Tatsuya's bread intact.

Tatsuya clapped. "Yay, Mama!" he babbled happily before taking the slice of bread in both of his chubby little hands.

And Madoka smiled at how cute her little brother was, and it helped her to forget her mild sense of anxiety as she finished up her breakfast.

"More coffee, honey?" Madoka's father offered while he was up behind the kitchen counter.

"Ah…I'd better not," said Junko, and then she finished the cup of coffee she had and set it aside along with the paper as she rose to her feet. "Well, I'm off!" she declared brightly, making a determined fist as she slung her handbag over her shoulder. The very model of both femininity and corporate success.

Madoka thought she was amazing.

"You better get a move on too," her father told her, but he was smiling. "Or you'll be late."

"Oh!" Looking at the clock, Madoka decided to take the last piece of bread she had on her plate with her and stuck it in her mouth as she jumped up from the table, grabbing her bag. "Thee 'oo laya, Dad!" she called over her shoulder, which translated to, "See you later, Dad!"

"Have a good day!" her father called after her on a laugh.

As she jogged down the street on the way to Mitakihara Middle School, Madoka bit down on the bread, still remembering how good her father's cherry tomatoes had tasted.

He was pretty amazing too.

At the end of the road, where it led into a pathway lined on either side by lush trees, she caught sight of Sayaka Miki and Hitomi Shizuki waiting for her, wearing their Mitakihara uniforms like she was, carrying their schoolbags like she was carrying hers.

"Hey! Madoka!" Sayaka waved with her usual bright energy and enthusiasm, using her whole arm, in fact nearly putting her whole body into it.

"Hey guys!" Madoka called back and stopped for a moment to catch her breath when she reached her friends. "Good morning!"

"Good morning, Madoka," Hitomi greeted with her usual unruffled pleasantness, shaking back her tresses of long green hair.

"Come on, we're gonna be late!" Sayaka urged them, getting ahead of them at a slight jog.

Madoka and Hitomi had to jog to catch up with her.

"Wait for us!" Madoka called, but she was laughing, and Sayaka and Hitomi laughed too.

"So Hitomi," said Sayaka once they'd slowed to a walk. The tone of voice was the one she used when she was winding up to tease someone. "Tell Madoka about that secret admirer's note." Then she threw a grin over her shoulder at Madoka and lifted her eyebrows suggestively.

Hitomi blushed furiously in her usual way and scolded Sayaka for saying stuff like that out loud.

"Besides, Madoka is so much cuter than _I_ am," Hitomi argued.

"Oh no, no secret admirer's getting my Madoka," Sayaka declared, turning heel and glomping Madoka, hugging her with unrestrained affection. "You're mine, Madoka, all mine!"

Madoka giggled, giving Sayaka a squeeze back. For some reason, she felt like Sayaka really needed it. Not that she wouldn't have hugged her back anyway, but a worry—much like the simmering worry her dreams were causing her—niggled at the back of her mind, like a whisper from a disembodied voice, a voice that inhabited the breeze and called out to her now in warning to keep watch over her friend Sayaka.

That was when a rumbling emerged from a distance, gradually growing closer, like thunder approaching with the alacrity of lightning. And then that clamor of the broken sound barrier, and it was overhead. Curious, Madoka, Sayaka, and Hitomi all looked up and squinted against the morning sunlight and the overwhelming brightness of the blue sky.

A triangular jet zipped across the sky in a matter of seconds, making its arc across the sky, before it disappeared behind the line of trees.

And then Sayaka said, "Was that…was that a quinjet?"

"Quin..jet?" Hitomi frowned at Sayaka in confusion as the three girls looked at each other again.

"You know…like the Avengers' plane," said Sayaka, as if that were common knowledge.

"Oh…." Now Hitomi understood. But then, the Avengers' name itself was more well-known that tiny details like what kinds of vehicles they used.

Though Madoka knew this factoid too, actually, but of the three of them, Sayaka was the keenest whenever the Avengers came up in the news and or in conversation. Especially if it had anything to do with Captain America. While Madoka had been appropriately crestfallen at the disappearance of the Avengers' de facto leader, Sayaka had actually very passionately expressed her belief that he'd come back, that he wouldn't just abandon the world.

Something in her demeanor lit up then, and Madoka could rightly guess that seeing a plane that looked like a quinjet no doubt signified to her that something Captain America-related was stirring. She was positively starry-eyed as the three of them made the rest of their walk to school.

Madoka meanwhile, thought back to her dreams from the night before, and that sense of needing to look out for Sayaka more than usual. It gave her a sense of trepidation that interrupted the flow of her normally cheery and upbeat thoughts.

She was lost in the foggy mire of these, aimlessly poking on the smartscreen on her desk later on at the top of class, when their teacher concluded her latest tirade about another boyfriend that hadn't worked out and called her students to attention, asking them to give a warm welcome to a new student who had just transferred to their class.

And when Madoka looked up, she received the shock that comes with sharply felt déjà vu.

It was the girl from her dream.

Long raven hair.

Violet eyes.

She even wore the Mitakihara Middle School girls' uniform differently, somehow, as she brushed her long flowing hair back with a rather devil-may-care attitude.

However, the girl in her dream had been breaking down in front of her, clutching onto her blouse, from what she remembered. This girl seemed devoid of all emotion, except for a general cool indifference and unfazability towards everything as she stood beside the teacher.

"Wow, she's beautiful," Sayaka whispered in Madoka's ear, and Madoka was a bit surprised at the level of awe in her friend's voice, though she couldn't think why.

"Everyone, please say hello to Miss Homura Akemi. Miss Akemi has been in the hospital up until now, so please, do everything you can to try and make her feel welcome."

The positivity the teacher radiated appeared to be sucked out of the air in a way by the presence of the girl, as if she were a singularity, a black hole. Her eyes drifted over the heads of the students sitting there, watching her, and alighted on Madoka like a moth, where they lingered.

Madoka jumped in her skin, and lowered her head, hunching her shoulders. But at the same time, she was intrigued. She agreed with Sayaka. This girl was very beautiful indeed.

Beautiful and mysterious.

Later at break, in the midst of a flock of admiring girls, Miss Akemi professed her need to go the nurse's office, and somehow, she'd known without having to ask that Madoka was the nurse's aid for their class.

Madoka felt timid as she followed the girl, no less confused that she was the one following her. Wasn't _she_ the new girl?

But then, in the middle of the hallway, Homura stopped suddenly and turned on her heel, facing Madoka with the most serious expression she had ever seen on anyone's face, let alone someone her own age.

"Miss Kaname…do you enjoy the life that you live?" Miss Akemi asked, very out of the blue.

Madoka blinked. "Um…well, yes, I do."

It seemed like such an odd question to ask, given it had such an obvious answer. Well, maybe not obvious. At least not to anyone who didn't know Madoka.

And yet….

"Good. Then you make sure you don't do anything to ever change that," Miss Akemi told her, bordering on demanding. "Hold onto your friends and your family. They are precious to you, aren't they?"

 _Precious_ ….

The images from the dream of this selfsame girl crying and pleading with her flickered in her mind. It touched her with a kind of sympathy and sadness, and suddenly she had this sense that the personality this girl was projecting wasn't what she was really like. Which somehow made Madoka warm to her, a little.

"Yes, they are." And then, before Miss Akemi could answer, added, "Um…Miss Akemi? Would it be all right…if I call you Homura? It's such a lovely name. It means flame after all, right?"

Something shimmered in Homura's eyes, just for a split second. A hair fracture in cold glass. But then it was gone. At least from where anyone could notice it. Madoka knew it was still in there.

"Of course." Homura sounded like she didn't much care one way or the other. "Just promise me that if anyone tells you that they can grant you any wish you want, that you'll refuse their offer. Can you do that?"

 _Precious._

 _Promise me._

Madoka felt that if she hadn't had that dream, that Homura would have made her meeker and more nervous, but instead, she was comforted, feeling that kind of assurance that's sometimes felt when you meet someone and you just know, right away, that you're going to be friends.

She tilted her head to one side. "Homura, I'm not sure…what to say. I'm sorry."

Homura let out a frustrated sigh, closing her eyes.

"It's not that I'm trying to be difficult or anything," Madoka added in earnest. "It's just…I can't imagine that I'd ever be in a situation like that."

At this, Homura opened her eyes and raised her fine violet brows, and then something seemed to relax in her expression. She even seemed close to smiling. "Well, in that case, if you keep to your normal life, then you won't _have_ to make that choice. After all, what wish could possibly be worth changing the life you have?"

"Well, nothing I can think of…I suppose," Madoka admitted. "But…."

"Yes?" Homura glanced at her sharply, having been about to turn away.

Madoka bit her lip, wondering if she should ask this girl if they had indeed met before. Then thought better of it. "Oh, never mind," she said, shaking her head. "You'd think I was crazy." She tried to laugh it off.

But this only seemed to make something akin to amusement cross Homura's otherwise impassive face. "Try me."

The two of them looked at each other, and Madoka was actually about to move forward with her question, somehow believing that this girl would believe her, when the break bell rang, calling for students to return to class.

Homura got a pinched look of annoyance for a moment and muttered, "Excuse me," and before Madoka could blink, she disappeared.

* * *

Homura didn't really feel much like going back to class. She'd only taken the lessons about a thousand times, if she was putting it kindly to herself. Would it really matter if she missed out this time?

To be honest, she was more concerned with the fact that she felt a bit like she was walking around with a nuclear bomb in her pocket…not just because of her Soul Gem, but because within that was her Time-Space shield, and seeing how she could use it to store an infinite amount of objects, within _that_ she had hidden the Tesseract.

Who was she kidding? The Tesseract basically _was_ a nuclear bomb.

No, more than that. This thing made nuclear bombs look like sparklers.

Which was exactly why she'd gone back in time to get it. And after what she'd gone through to get a hold of something like this, she wasn't about to let her efforts go to waste this time. This time, she'd use it to wipe Walpurgisnacht clean off the map in one blow. Not even the Incubator could see something like _that_ coming.

She had a feeling though that even with it being wrapped within layers of magic, the Avengers would somehow manage to locate it. Eventually.

Until then, she had to be twice as watchful.

As she stood there, alone on the school roof, long raven hair whipping in the wind, one hand grasping the wiring of the crosslink fence, while she bit down on the thumbnail of her other hand, she considered what she would do if she came across an Avenger. They'd do anything to get the Tesseract back after all, not that she blamed them. Basic logic dictated that one so young as she had no place playing with something like the Tesseract. That she'd managed to find out about it in the first place was bad enough.

But desperate times called for desperate measures, isn't that what the old adage said?

In any case, she figured her best bet in the event of running into one or more Avengers was to make a run for it, only fight them if she had to. It wouldn't be the first time she'd fought more than one opponent at once, but multitudes of the Avengers were things she had little experience with. They weren't like witches where when you killed them, you didn't feel so bad, especially if you knew that you were putting to rest the soul of a magical girl who had succumbed to despair and become a Grief Seed.

For a while she watched the streets below, out in front of the school, but didn't really think all that much on all the passersby, going about living their lives. Their normal, normal lives.

A single humorless laugh escaped her.

Ha. What was _normal_?

She had seen far beyond that.

Even her nightmares no longer frightened her. No, not even the ones where she fought Walpurgisnacht, or had to watch Madoka accept Kyuubey's contract, or die while cradled in her arms, or turn into the witch Kreimhild Gretchen.

Nor even the ones where she'd put a gun to her head and pull the trigger.

Nor even the ones where she stood before a raging fire while hundreds of blood-red flowers bloomed.

Nor even the ones where she sat alone, staring at the Incubator, in the midst of a ruined graveyard beneath a bloody sky.

Nor even the ones where she'd sprout black wings and smile up at the moon….

Actually, that last one still frightened her a little.

With a sigh, she pulled away from the fence and returned to class, easily lying about having been held up in the nurse's office.

* * *

"Hey, Strange, you gotta try this," said Stark, taking out another stick of chocolate-dipped Pocky out of its packaging and nibbling down to the end of it like a minted hamster. If hamsters were sexy. "You know I see these sold in the U.S., in like…comic and nerd paraphernalia shops and entertainment stores, but I never took the time to give 'em a whirl. I always said to myself, 'There'll be time later.' Funny how near-death experiences and being in another country can suddenly make you do things you wouldn't' normally do with wild abandon."

Strange meanwhile, actually wearing street clothes—or rather the clothes that he'd normally worn when he was just a top notch neurosurgeon riding the fast track to success, which meant a suit jacket that wasn't quite the same cut as Stark's, but then, he felt he'd earned himself a nice new set of threads now that he had recouped some of his financial losses from when he'd blown his fortune away on trying to get his hands fixed—was nevertheless keeping a vigilant eye on Mitakihara Middle School from a distance as he and Stark stood leaning against the trunk of a tree across the street.

Normally, he'd have cast an illusion to conceal them, but on the off-chance that this Homura Akemi, with her magical signature, could sense magic in turn, he didn't want her finding them so easily.

But then Stark poked another Pocky into his face. "C'mon, dude, it's _chocolate_."

Then he gave Stark a, "Are you a child?" face.

Which Stark answered with simply eating the Pocky stick and digging into the package for another one.

So Strange went back to observing the school, hands in his trouser pockets.

The bell rang then, and the doors opened as the first of the students to get out started pouring from the building, eager to get outside on this fine spring day and do teenagery things before buckling down to their homework. Unless they were the sort who didn't bother with that sort of thing.

"One of them her?" Stark asked, nodding to a group of three girls leaving the school—one had green hair, one had blue hair, and one had pink hair (wild—though Strange had seen wilder).

"No," said Strange.

"You know, I don't think the fact that we're wearing shades helps. I think it actually hurts our image," Stark commented, closing the box of Pocky.

"What image, pray tell?" Strange wanted to know, not taking his eyes off the school.

"The image that we're not pedophiles stalking middle-school girls or some shit like that," Stark said, though he was rather off-hand about it. "Here. What flavor?"

Strange frowned and looked at his partner. "What flavor?"

Stark held up two glass bottles of fizzy colored drink out to him. "Ramune. What we westerners call 'marble soda'. On account of the marble stuck in the neck. What flavor? I got melon and raspberry."

Strange sighed and then resigned himself. "Raspberry."

"Damn it," Stark muttered under his breath, but he handed Strange the raspberry marble soda nonetheless.

As he did, Strange heard the rattle of the marble bobbing inside the neck of the glass bottle. They both popped the sodas open, clinked bottles with a, "Cheers", and drained them completely in one go at the exact same time.

"Whew! Good stuff," said Stark, and then proceeded to work on fishing his marble out of his bottle.

Strange handed him his. "Here. You can have the marble in mine as well."

"You don't want your marble?"

"I have the Eye of Agamoto, what would I need with a marble?"

Stark raised an eyebrow at him, looking disappointed, but took the bottle from him regardless.

"And I think I will take one of those Pockys," Strange decided, nabbing the box from where Stark had stuck it in the pocket of his duffle. After he bit into it though, he admitted, "Eh, you know, I'd've rather had the ones dripped in strawberry."

"Fine, more for me," said Stark, taking the box back from him. He'd given up on getting the marbles out by hand and had resolved to have them mechanically removed—for now he'd stuck them in the duffle at his feet. As he did he glanced at the student still leaving the school. "Okay, _that_ her?" He pointed with the Pocky stick at another girl who walked alone, wearing a vague smile on her face, her golden blonde hair done up in huge corkscrew pigtails.

"No," said Strange. However, he did sense a trace of something similar to what he'd sensed about this Homura Akemi on this girl—a kind of faint golden shimmer around her that would be easy for a Master of the Mystic Arts to spot—but he kept this to himself for now. Better they focus on finding the girl carrying a Tesseract around in her pocket.

And then…a shiver of magic of a different sort…a violet shimmer around a girl with long raven-black hair.

"Stark."

"Hm?"

"That's her."

The girl stopped at the edge of the walk and looked around, alert. Clearly, she was well aware that people like the Avengers and S.H.I.E.L.D. would be after her. What was more, there was a readiness to her that Strange had only ever sensed in people with combat experience, once he'd fine-tuned his sensory skills.

And then her violet eyes caught his. Even though he and Stark were as much in the shadows as they could be, he knew she could see them.

So much for trying to be lowkey by _not_ using magic to cast an illusion.

She narrowed her eyes, her aura bristling, and she turned sharply on her heel, walking at a brisk pace down the street.

Stark whistled. "Oh she knows we're here for her."

"Oh you think so?" Strange said sarcastically.

But Stark had taken one of his little techie toys out of his pocket, something that looked like a button-sized beetle that he launched into the air. "Friday: tag her," he said into the receiver at his ear.

And Homura Akemi was none the wiser as the little tracker buzzed over and landed on her schoolbag. Just in time too, because after that she was quickly lost from a view dissolving any logical point in pursuing blindly. In this, Stark indeed had the advantage. It was possible that the girl had been able to sense his magic regardless of whether he'd used it, but he highly doubted that she'd be able to sense something of a technological nature.

Then again, he could be completely wrong about that.

It wouldn't be the first time he'd acted incorrectly on an assumption.

Then Stark clapped him on the back. "C'mon Wishmaster."

Strange frowned after him as he followed him to his very sleek, clean energy sport car. "How does that even make any sense?"

"What you don't grant wishes?" Stark asked, grinning a little as he slid into the driver's seat tossing the duffle bag in the trunk.

Strange huffed and slid into the shotgun seat.

After Stark got the engine going he asked his A.I. "Friday" to keep them updated on the whereabouts of their target.

"And…music…let's do…ah…yes, since we're in Japan: 'Initial D – Déjà Vu'."

Strange let out a growl of disapproval, bracing himself again in his seat as Stark revved that engine that way people did before recklessly tearing up the road. "Need I remind you about what happened to my hands?" Oh how he'd much rather use his Sling Ring. But they were relying on Stark's tech at the moment.

Stark scoffed as he shifted into reverse, the Eurobeat song starting to pound and pick up momentum. "You really think a car like mine can crash?"

And before Strange could retort, Stark cranked up the volume on the speakers, and then backed out with a jolt, turned, and then punched it out onto the road, slicing through the traffic like scissors through a ribbon.

* * *

As Madoka drifted along the rows of CDs in the music store at the mall, she didn't really see the titles she was looking through as her thoughts wandered elsewhere.

Two mysterious things in one day.

The new girl, Homura Akemi.

And seeing what looked like the Avengers' jet fly overhead.

Make that three things: there was the dream she'd had that morning, and that surety that it was Homura who'd been in that dream.

So many things that she couldn't seem to get an answer to. She hadn't had an opportunity to talk to Homura again for the rest of the day. For one thing, she'd attracted quite a crowd of admirers in P.E. when she'd outdone everybody on the jumps and running track. And most were stunned with awe with the way she made the figures of even the most difficult of math equations dance perfectly for her. Madoka had gotten a little caught up in admiration herself.

She glanced up to see where Sayaka had wandered to, and found her a few rows over in the classical music section with a pair of headphones on as she listened to song samples. In spite of these unresolved thoughts niggling at the back of her mind, she found a smile for Sayaka, knowing she was looking for something new to bring Kyosuke.

 _At the table in the café, Sayaka's phone buzzed. Laughing, she looked at it, and then paled and dropped the phone, frozen in shock before she leapt from her seat, not even bothering to take her phone or her bag with her…just running as fast as she could to the hospital…where they'd told her Kyosuke had been taken after getting into an accident in the road._

 _"Sayaka!" Madoka called after her, confused and anxious..._

It really would be a wonderful thing if Sayaka and Kyosuke got together. Just thinking about it made Madoka so happy….

And yet…all of a sudden…her eyes pricked hotly, and she found herself on the edge of crying. Surprised, she glanced away, wondering why all of a sudden the idea of Sayaka and Kyosuke together made her so sad and happy at the same time, like the two feelings were fighting with each other.

Then another feeling came over her…another feeling of déjà vu…this sense that she had gone through these very same motions before. The dream from the night before flickered in her mind again, and she felt she remembered more of it…before the dark-haired girl crying and grasping her by the shoulders…there was a moment she felt…that she'd been cradling a sobbing Sayaka in her arms instead…as she'd whimpered Kyosuke's name…but her voice had been garbled by the sweetest yet most discordant of violin melodies….

Hastily, Madoka wiped at her eyes and tried to recompose herself. She shouldn't be crying right now, not in the middle of a store with so many happy people shopping. With a sort of determined cheerfulness she made an attempt to distract herself with the music selections in front of her, and with a significant lift to her spirits she stumbled across ClariS's "Birthday" album. She grabbed the nearest set of headphones and slid them on, and then selected "CONNECT" from the sample tracks and hit PLAY.

And for a brief moment, she managed to forget everything and lose herself in the happy, hopeful, boppy beats.

Until a shimmer sliced through her mind, and a voice cried out, _Help me!_

Madoka jerked and lifted the headphones slightly off of her ears, looking around. But didn't see anyone around who looked like they were in trouble. Confused but determined to brush it off, she lowered the phones back on her ears, and then—

 _Help me! Hurry!_

This time Madoka tore the headphones completely off of her head. She _knew_ she heard someone calling for help. Moreover, it was a voice that tugged at her, and she just couldn't ignore the distress she heard in that voice.

Abandoning the headphones, she dashed out of the store, the voice leading her like it had taken her by the hand, barely hearing Sayaka call, "Madoka?!" after her.

* * *

 _Where are you, little demon?_

Like before on previous cycles, Homura made sure to track down Kyuubey in the closed off area of the Mitakihara shopping center.

However, there was something different about it this time. She couldn't put her finger on it, but when Homura had found it slinking around in the shadows in the alley behind the mall (after she'd managed to shake off those two creepy guys who'd clearly been looking at her—possibly they were Avengers, and if so, they were faster than she'd given them credit for), she'd transformed like the time previous, and started to pull the Glock out of her Time-Space shield.

But instead of darting off right away, Kyuubey faced her, and called to her, as always, able to speak without moving its unchanging mouth.

 _Wait! If you're a magical girl, then you need to hear this! A calamity is about to befall the planet—_

"I know." Homura aimed her gun at Kyuubey. "Walpurgisnacht."

 _No, this is something else._ The creature blinked its pink eyes. _But how do you know about Walpurgisnacht?_

"Never mind about that."

But, in spite of herself, the first part of that last sentence caught up with Homura.

 _Something else? What else could there be? Something worse than Walpurgisnacht?_

The Incubator took a step toward her, clearly not entirely concerned that it still had a gun pointed at its head. But then, the damn thing was so good at replicating itself.

 _A destroyer of worlds. A being who fancies himself a god._

Homura blinked. "A…god…?" Then she shook her head and hardened her resolve, lifting the gun again. "I don't have time for this."

She pulled the trigger before Kyuubey knew what hit it, and the wretched thing burst open in red blood and white skin.

But again, she wasn't fast enough as another Kyuubey appeared, leaping from a fire escape, bounding off a trash bin, and darting into the mall. It didn't even bother with devouring the remains of its previous form, so determined was it to escape her.

As before, Homura pursued.

And as before, they ended up on that closed off floor, and Homura managed to kill the thing, but unfortunately, still not fast enough as yet another Kyuubey copy sprang from the shadows and continued dashing along the row of pillars in the dark. And then, as before, she lost sight of it, only to find Madoka cradling the thing in her lap when she finally caught up to it.

Homura sighed. Once again, she hadn't managed to prevent Kyuubey from making contact with Madoka. At least this time though, she had the Tesseract in her arsenal.

Her wild card.

Just the same.

She stepped forward.

"Homura…" breathed Madoka when she appeared from the shadows. "What are…you doing here…?"

"Get away from that creature," Homura told her, but more as if she were reciting the words. After all, this was about the millionth time they'd done this…though really, she'd stopped counting long ago.

"But…he's hurt," Madoka protested, sounding close to crying, hugging the Incubator to her.

Homura disguised her disgust well. But mixed in there was the bittersweetness that Madoka made her feel, how she was so good and kind and wanted to see the best in everyone, and though it was foolish when faced with the dreariness of the world that everyone discovered in their own due time, Homura still harbored so much affection towards her for it.

In some ways, she felt that this cruel and unforgiving world didn't deserve someone as wonderful as Madoka Kaname.

Any more than _she_ deserved her.

Nevertheless, she had made a promise.

She raised the gun again. "I won't say it again. Get away from that thing."

But after she aimed her gun again, she heard the click from another gun's hammer…right behind her.

"Now, now, ladies," purred the sultry voice of a young woman. "Let's break it up, shall we? Don't good Japanese girls know civilians don't have the right to carry arms?"

Homura spat, though admittedly something in her was fervently intrigued by this turn of events.

Yeah, she definitely hadn't seen this coming.

"So what's your excuse for carrying?" she demanded.

The woman tsked. "Now, now, you don't seem to be all too concerned there's a gun to your head. But to answer your question: _I_ am neither Japanese, nor am I a civilian."

Then Madoka's eyes went wide and she gasped. "Homura…it's…."

Homura frowned, and then at last looked over her shoulder, and she too recognized who had her at gunpoint immediately, even if before she'd only ever seen her on the television, and had since then dyed her hair from red to white.

Black Widow's lips curled, her gun still aimed between Homura's eyes. "Hello there. What do you say to a little girl talk? Homura Akemi, is it?"


	3. Distortion

**Chapter Three**

 **Distortion**

"Miss Tomoe? _Miss Tomoe_?"

The harsh note in the ninth-grade math teacher's voice lanced through the mind of Mami Tomoe, as she sat in her seat in class, legs crossed, having fallen into a reverie about a good cup of Assam during the lesson. She blinked and snapped to attention when before she'd been gazing off into her daydreams of tea and cake in a peaceful, sun-dappled spring garden.

If only.

She stood and bowed, giving the teacher a serene and apologetic smile. "I'm very sorry, ma'am. Please excuse my lack of attention."

The teacher huffed, but patiently, folding her arms. "Very well, Miss Tomoe." After all, Mami had excellent grades, so this little slipup could easily be overlooked. "Just be sure it doesn't happen again and do pay attention. Now, if you would be so kind as to give us the answer to the equation on the board?"

"Of course."

Mami accepted the smart pen from the teacher with a steady hand. After all, compared to battling witches, math problems were no problem at all.

In her usual, elegant way, Mami solved the equation. After receiving praise from her teacher and fellow students, she thanked them in return and went back to her seat while the teacher proceeded to pull up the next problem for someone else to solve.

And despite what she'd said earlier to the contrary, she went right back to musing on tea and cake. For this was something she actually did with frequency when she was feeling melancholy (which was a lot). However, this had been the first time she'd actually been caught, which was saying something. Even more so when considering the fact that despite this, she still aced all her exams, and her homework was always next-to-flawless.

At the bell that concluded school for the day, Mami was approached by two of her classmates as she packed up her bag.

"Miss Tomoe," one of them asked, a little nervously, "do you think maybe…you might like to come with us to a café after school?"

Mami tilted her head to one side. "A café?" As if she didn't know what that was.

The other girl nodded enthusiastically. "Yes. To um…help us prepare for our upcoming exams."

"You're just so smart, Miss Tomoe," the first girl gushed, unable to help herself it seemed.

But, as usual, Mami smiled her polite smile and declined, though she thanked them just the same for thinking of her, as she stood, picking up her bag and flicking back her lovely thick golden corkscrew pigtails.

"I'm afraid I have things I need to do after school," she said genially, and left it at that.

Even so, it stung, catching the whispers that followed her out of the classroom into the hall.

 _"Man, she's_ always _like that."_

 _"Does she have a problem with people or something?"_

 _"Don't you know? Tomoe never goes out with_ anyone _."_

 _"Wow…that actually kinda sounds pretty stuck up."_

 _"Yeah, now that you mention it…."_

 _"She_ is _really smart though, and pretty…."_

 _"Which is probably why she thinks she's too good for the rest of us…."_

Just the same, all this time, she had played a part in protecting them, along with everyone else powerless in Mitakihara City. And she would continue to do that, no matter what they or anyone else said.

It had been like that ever since she had become a Magical Girl. The wish she had made had been to save her life. At the time after all, she hadn't had much choice in the matter. Her one thought had been, "I don't want to die here."

And that wish still held true, even as she risked her life, day in and day out, with not an iota of thanks in return. Because it was her job. And at the very least, she had to give her wish to live as much worth as possible by doing everything in her power not to end up dying in battle. She was well-aware it was a possibility, of course. Kyuubey had made it more than clear when she'd first been learning the ropes.

That said, true to her wish, she was determined to live. And with every battle she lived through, she was able to ensure that other people could live too. Upholding that kind of justice was its own reward for her.

Not even her nightmares held her back anymore. She had made peace with them, even the most frightening one of all, the one where she stared down the terrifying smile of a witch in the form of a giant caterpillar that loomed before her and then opening its jaws wide and closing over her head while she just stood there in frozen fear.

No, not even that one.

If nothing else, taking those brief respites to dwell on her love for sweets and good tea and watching spring flowers grow helped immensely. Even if they were small dreams of simple pleasures, they gave Mami a reserve of strength when everything else seemed hopeless.

Then again…if she could…if she could have…just one more wish…it would be nice…to be able to share those sorts of things with friends.

Well, perhaps someday.

For now though, she hadn't much time. Not if she wanted to keep true to her contract with Kyuubey and fight off the witches that threatened human lives every single day, even when those human lives didn't know it.

Now though, there were these rumors flying around social media that a quinjet had been spotted flying over Mitakihara City of all places earlier that very morning. By now, most people were familiar with the vehicles of S.H.I.E.L.D. and the Avengers. And it was sort of brilliant to think that the Avengers might be here in Japan, though Mami couldn't even begin to think why that would be.

Well, whatever it was, against witches she doubted even the Avengers would come out victorious…it took Magical Girls to defeat witches, and no other, after all.

At least, that was what Kyuubey had said.

Out in front of the school, she started towards her usual way to her apartment building to drop off her bag before going out witch-hunting. As she did though, she felt a shiver and her senses pricked up, alert.

There was magic.

She paused amongst the other Mitakihara students streaming past her and looked about. She caught sight of a raven-haired girl making her way in the opposite direction down the street after passing beneath the front gate of the school.

Mami didn't recognize her. She must be new. Or in another grade and so Mami had never noticed her before. Or both.

But then she detected something else…this too was magic, but it wasn't from another Magical Girl, nor a witch even. It was faint too.

She traced it to a tree across the street from the school gate, and peering into the shadows beneath, she thought she saw two men leaning against the trunk, watching.

Mami shivered again and broke into a brisker pace as she too passed the school gate and stepped out into the street. She went with the theory that those were either parents…or perverts. Either way, probably not something she should worry about.

Once home, she dropped her bag off and then stepped back outside, holding her golden Soul Gem out before her in her palm.

"All right, Mami. The witches await," she whispered, steeling herself as usual, and headed back out onto the afternoon street.

She was the guardian angel of Mitakihara. And there wasn't a witch out there she couldn't defeat.

She had to tell herself that.

* * *

Natasha Romanov—a.k.a. Black Widow—took in the scene before her.

There were two girls here, both probably about twelve or thirteen. One of them was pink-haired with pigtails and ribbons, and dressed in what was more than likely a school uniform, cradling what looked like a strange hybrid between a cat and a rabbit, and the other a black-haired girl dressed in some sort of frilly, short-skirted violet dress that bordered on gothic, aiming a gun at…well at the creature, actually, from what Natasha caught of their conversation before revealing herself.

This one here had to be this Homura Akemi who had the Tesseract. She looked like the kind of person who'd do things she wasn't supposed to and not care who tried to stop her. Actually, when this girl glared up at her with her violet eyes, Natasha glimpsed something of her own life growing up. After all, she'd been about this age—maybe a little younger—when she'd started learning how to do things like shoot guns and throw knives and kill people.

She experienced a brief mind pop of memories…a Russian ballet studio, all the dancers with skin like living marble as they danced in fluid unison…the dust that floated in the air and caught the light…the dummy target in front of her as she stood with her feet planted and her red hair braided back, firing two guns alternatively with scarcely a breath between switch-ups…and then, that long hallway while she was strapped to a gurney….

All that passed in a blink, without she herself losing her composure for even a moment, keeping her gun trained between Homura Akemi's cold violet eyes. That sort of thing came naturally to her. Moreover, seeing something of herself in this girl allowed her to read the terrain, and now she found it more plausible that someone like her could've gotten away with stealing the Tesseract from right under their noses.

Only problem was, six years ago she'd have been at least half the age she was now.

So how…?

The corner of Homura Akemi's mouth curled humorlessly, mirroring Natasha.

"So, it's true what they say, Miss Black Widow: your language skills are impressive," she complimented. "Your Japanese is practically flawless."

This made Natasha's own smile widen, but she felt more genuine warmth in it, even if she had no intention of going easy on this kid for what she'd done. "Well, when you're in my line of work, it comes with the territory." She gestured slightly with her gun. "Now, if you'd come with me, Miss Akemi, we can handle this civil like."

But Homura Akemi narrowed her eyes, her smile evaporated.

At which point it occurred to Natasha that this one was more of what you'd call a "tough cookie".

"Homura," whimpered the pink-haired girl on the floor, still cradling the cat-rabbit. "You know who that is…don't you…? That's…."

"I know who she is," Homura cut across her bluntly, never taking her eyes from Natasha or the barrel of her gun.

Natasha however caught the eyes of the cat-rabbit creature that this Homura Akemi seemed intent on killing. Her eyes met the creature's pink ones, and something in her flinched at the way they stared at her. This thing was supposed to be injured, but the way this thing stared at her, she was reminded more of someone else she knew…someone who liked to play tricks, especially when people thought they were safe.

However, compared to Loki, this creature seemed even more dangerous…for while Loki delighted in his deceit and his constant switching of sides (if even _really_ switched at all), this one had the empty look of someone a very calm and collected breed of pathological liar and how they spouted falsehoods like water from a fountain…at least in the sense that they would 100% believe their lies.

A condition bordering on not even recognizing what the concept of lying was.

An echoing staccato of footsteps interrupted them, and another girl wearing the same outfit as the pink-haired one appeared. This one had blue hair and skidded to a halt, catching her breath as she'd been running, and looked slightly panicked and wielding a fire extinguisher, ready to let loose and blast it.

"Madoka—!" Then she caught sight of Natasha then, dropped the fire extinguisher with a clang and gasped. "Wait…you're…Black Widow…." She started to quake, but her blue eyes were gleaming with the sparkle of one who's been starstruck. "Oh my gosh! I can't believe you're actually _here_!" She seemed about to ask something else, but then noticed Akemi. "Hey, you're that new girl," she said, her expression both pinched and confused.

"Right on time, Miss Sayaka Miki," Homura said to the blue-haired girl without turning to look at her. "Though I appreciate your losing the fire extinguisher this time around."

"Eh?"

"Never mind."

Natasha saw what was up though, though she hadn't noticed it quick enough. She'd let the Sayaka Miki girl's intrusion distract her. She was starting to slip.

For Akemi had taken that opportunity to produce what looked like a grenade seemingly out of thin air, and now she was pulling the pin with her teeth and winding up to throw the thing.

"Wait!" Natasha aimed her gun again but—

Too late.

Seconds after Akemi tossed the thing in the air, the grenade went off and there was a blinding flash of light. Natasha shielded her eyes by making an X with her forearms, and as soon as the flash disappeared, all three girls were gone, along with the cat-rabbit.

"Damn it," she muttered, angrier at herself more than anything else: at her own forgetful moment wherein she didn't keep her eyes on her target like she was supposed to.

Lucky Akemi had just thrown a flash grenade rather than an actual one, which to Natasha said something about the girl's moral compass. Not that it was any kind of shining example of one like a certain someone else's, but at the same time, she didn't appear willing to simply kill to eliminate her obstacles. At least…if she didn't have to.

There was no mistaking that pure, unfiltered determination in that girl's eyes.

Left with no clue as to which direction the three girls and the cat-rabbit had disappeared to, Natasha gave a defeated a sigh and holstered her gun at her hip, resigned to return to the quinjet to regroup. Which meant they'd probably have to contact good old Tony Stark again and see if he could have better luck with tracking the girl.

If he wasn't already.

Which he probably was, along with that Dr. Strange.

Her communicator wristlet went off.

"Romanov here."

 _"Romanov? You okay? What's your status? You find her?"_

"Yeah, just fine, Cap, but Akemi gave me the slip. Flash grenade. This girl's got some skills. Reminds me of me."

 _"Wow. Worse than I thought then."_

"Shut up, Rogers."

But Natasha couldn't help a grin as she started to make her way back out the way she'd come in.

 _"Hey, do I have to say the line again?"_ Steve Rogers—a.k.a. Captain America—cracked over the line.

"What? 'Watch your language, Natasha'?"

 _"You know, at first I wasn't a fan of that sticking, but lately I've been nostalgic for stuff like that."_

"Somehow I actually find that comforting. Speaking of nostalgia…you know what our next play probably has to be, right?"

Rogers huffed a sigh over the line. _"Yeah."_

Neither of them had to say it. To say that getting a call from the phone Rogers had FedExed to Tony Stark quite out of the blue was awkward was underselling it, but Natasha couldn't think of a better word, nor did she have the time to try and find one. Granted, in the letter he'd sent, Rogers had said he'd be there whenever Stark needed him, regardless of what had gone down between them, but even so.

On the flip side, Natasha had been rather impressed with the sobriety in Stark's tone. But then, you knew things were really bad if not even Tony Stark was cracking wise.

Yeah, they'd all been hoping for over half a decade that they'd finally be able to find the missing Tesseract, but to hear that at the same time they should be expecting a visit from an alien who was built up to have the powers of a god beyond anything even someone as powerful as say Thor of Asgard could imagine, and with the likely intention of wrecking all kinds of shit to boot, was a less than welcome addition.

That said, because of Stark, Natasha and Rogers were able to get to Vision and Wanda before this Thanos the Destroyer's minions—the Black Order, as they were apparently called (thank you intelligence from the wizard Dr. Strange, ugh). Natasha couldn't imagine how much worse it would have been if the Black Order had gotten to them first and ripped that Infinity Stone right out of Vision's head.

And then there was this business with the Infinity Stones, three of which were on Earth. One was of course the Mind Stone, originally in Loki's scepter and now jammed in Vision's head and basically the reason he was a sentient being despite being essentially a sort of vibranium robot. Then there was the Time Stone owned by Dr. Strange, and…the Space Stone, which was what the cube of the Tesseract had been housing this whole time, and the source of its power, and explained its power to open up portals across space and such.

So, in conclusion, they had two of these stones on their side, but the third one was now in the hands of a child. Though a child that was clearly more than she seemed.

This was getting complicated fast.

Natasha shoved her white hair out of her eyes. "There's no shame in biting the bullet, Cap. It wasn't like this was a race. Stark just wanted us to help him. Wanted to make this a two-pronged attack. Get the Tesseract—that is, the Space Stone—at any cost."

 _"Smart of him to think of that, especially if he and Strange have better luck than we did_ ," Rogers agreed, though he still sounded a little melancholy.

"This is so typical," said Natasha with a shake of her head, even though Rogers wouldn't see that. "The whole world's riding on you two being able to kiss and make up."

 _"It's not as simple as that, you know,"_ said Rogers.

"Can't it be though?"

 _"I dunno. Maybe I just prefer complicated."_

"Someone like you? Not a chance."

 _"Well, either way. There was always something we could agree on, and that was nothing else matters when the world needs saving. Or avenged. Otherwise Stark wouldn't have called."_

Natasha quirked a smile. "No, indeed not."

 _"Guess I should suit up then, eh?"_

"Yeah…but what're you gonna do about a shield? Unless you wanna take a daytrip and go visit Bucky in Wakanda?"

 _"Ugh. You know, can I just change your name to Captain Obvious?"_

"Hm. Captain America and Captain Obvious. Somehow I can't take that seriously."

She was glad though that she managed to coax a genuine laugh out of him just the same.

 _"Well, definitely gotta go and tell Vision and Wanda we're still in trouble where the Space Stone's concerned."_

"Speaking of Vision…."

 _"Yeah?"_

But then Natasha became aware of something. She didn't recognize where she was. Yet she was sure that this was the way she had come. Maybe that flash grenade had managed to screw with her sense of direction? Because if she didn't know better, she'd say she was actually going deeper into the darkness of this floor that was closed off for either construction or disrepair.

"What the…? Where _am_ I?" She raised her wristlet to her lips. "Hey, Cap?"

 _"Yeah?"_

Before she could ask him to track her position within the building and guide her back to the quinjet though, the next step Natasha took appeared to trigger something as the world around her suddenly rippled and broke apart before her very eyes.

 _"Agent Romanov?"_ she heard Rogers over the communicator, having sensed something wrong in the way she had gone quiet.

"Yeah…I…."

But Natasha could only stare as everything around her twisted and shifted, sickly colors blooming from the darkness, followed by a parade of otherworldly beings that were both hilarious and horrifying at the same time.

The wristlet crackled again, and then went dead, as it seemed the signal from the quinjet could no longer be received. Perhaps by now Rogers was yelling into his end of the line, his panic steadily growing as it would have seemed to him that Natasha had dropped off the face of the Earth.

In some ways, she supposed she had.

 _This must be what they call a fever dream_ , she thought numbly. Actually, "fever _nightmare_ " was probably a more appropriate word.

She was surrounded by what could only be described as monstrous mustachioed cotton balls growing larger in size, wielding giant scissor blades and ropes of barbed wire—no, not barbed wire…thorny vines…and roses…and…butterflies…for feet?

And there were more of them flying around, almost fey in their appearance.

But then those mustachioed cotton balls had eyes as fathomless as black holes…and they had mouths…and those mouths had teeth… _chomping_ teeth….

 _What the hell?_

Jolting herself out of her stunned stupor, she raised her gun and fired off a shot. And though she hit her targets with aplomb, one after the other, the creeping cotton monsters appeared undeterred by the gunfire. In fact, it only seemed to agitate them more, as their dark eyeless eyes bore into hers and reached out for her, their creepily childlike voices speaking in some giggling, distorted and menacing language that sounded vaguely German, but Natasha couldn't be entirely sure.

Having used up all her rounds, she ejected her empty clip and jammed in a new and continued to shoot at the monstrosities closing in on her. But to no avail. It was like shooting at phantoms, even as there could be no doubt they were real, and she felt very certain that she was about to be skewered on their giant scissor blades, where'd they'd then tear her to shreds with their thorns and barbs before they ate her.

Her mind flashed back to that long hallway again…where they'd taken her…for her "graduation ceremony"…. This was all eerily reminiscent of when they'd fought Wanda—a.k.a. Scarlet Witch—back when they'd been enemies, and she'd been messing with their heads.

She froze up again as terror like she hadn't felt in years overtook her. All she could do was stand there shaking with her apparently useless gun in her hands and wait for them to crowd in upon her and devour her alive even as her heart still beat wildly in her chest.

Natasha lowered her gun and dropped to her knees, allowing herself to feel the despair of realizing that she was about to die here, now, of all places and times, and there was nothing she could do to stop it. Was this, in the end, how she was going to truly have to pay for all the red in her ledger? Did everything she had done up until now in order to do that mean nothing?

She tipped her head up to see the murky black and yellow dome of sky that had opened up above her, and she thought about how she would never again see Barton or his wife and kids, never hear them call her "Auntie Nat" again…

…and how much she missed Bruce, and wished (pathetic as it was) that she could've seen him one more time.

If only to tell him that she didn't hate him for disappearing the way he had.

* * *

This was beyond nuts. If Sayaka Miki had known she'd have to deal with craziness like this today, she might've considered playing hooky. Skip school, maybe even visit Kyosuke a little earlier than she normally would've been able to.

One minute she and Madoka were having a good time checking out music in the music store at the mall, the next Madoka's running off, and when Sayaka chased her down to that closed off floor, she found Madoka and that Homura Akemi girl in some kinda stand-off, and it looked like Akemi was threatening Madoka—at which point Sayaka had hung back and nabbed a fire extinguisher she'd noticed on the wall—but when she ran out into the light and was about to let loose so Madoka could get away from that girl, she realized there was someone else there.

And it was freakin' Black Widow.

Like…what the heck?

Still, thanks to her falling prey to being starstruck, she'd totally forgotten about that Akemi chick, and as she'd gone and grabbed Madoka by the hand, Sayaka had grabbed Madoka's and now she was letting her drag both her and Madoka away (the weird critter Madoka had been cradling in her arms having mysteriously disappeared), and meanwhile the world had turned curiously gray and motionless.

It was only when they got out of the mall and into a back alley that had a view of the street that Sayaka realized that time had been completely frozen.

"Okay…."

Homura Akemi did something with this spinning wheel thing she had lashed to her arm and just like that, time resumed itself.

"You can let go now," she told both Sayaka and Madoka, though she refused to look at them, instead inspecting that thing on her arm.

Sayaka glanced at Madoka, and saw that she too realized what had happened. Then they both gaped at Akemi. She had to be the cause of this weird time thing, though Sayaka didn't have the faintest clue as to how.

Then again, if the Avengers really were in town, then she supposed anything could happen.

"Okay, what the heck was all that?" Sayaka demanded.

"Time manipulation," Akemi answered point blank, still not looking up from fiddling with the device on her arm.

Sayaka shook her head. "So you _did_ do that? _How_?" She was torn between being impressed and still being annoyed with this chick.

Finally Akemi looked up at them, and then she looked at Madoka in particular. Her expression was closed though, so Sayaka wasn't sure what to make of it.

"Damn it." Akemi looked away again. "Thing got away." And without further explaining herself, she reached behind the disc on her arm and actually pulled out a—

Sayaka jumped back, tugging Madoka with her. "You're taking out _that_ thing again?"

Akemi raised a rather condescending eyebrow at her. "Yes."

"What the heck do you need a _gun_ for?" Sayaka demanded, but then she thought of Black Widow being there, how she'd had a gun out too. Although, that was par for the course for Black Widow.

"Gotta find that creature." Akemi didn't even look at them, searching about the alley instead as she held her gun at the ready. She'd retracted the device on her arm now so that it was somehow invisible to the eye. "Thing managed to get away in all the chaos."

But before she could press her further, Madoka piped up rather meekly but at the same with fierce conviction, "Homura…why were you trying to kill that little animal? You should just let it go. I hope it's all right. I don't know how I even managed to lose my hold on it, it's like it just disappeared…."

"Believe me that _thing_ is fine. It has a way of…coming back. Don't let how cute it seems fool you." Akemi punctuated her next words by sliding back the firing pin on the gun with a snap. "That thing's _evil_. Remember what I told you about someone granting a wish, anything you wanted? That was the thing that was going to ask you. And by accepting its offer, you'd have been selling your soul for a price that's nowhere near worth it."

Sayaka frowned. "What, like that thing's the Devil or something?" she asked, trying to sound jokey about it, if for no other reason than to diffuse the tenseness of the mood.

But Akemi snapped her violet eyes on her again, and Sayaka suddenly had this sense that this girl was looking straight into _her_ soul. And it chilled her through, like she'd been flash-frozen on the inside.

"You could call it that," Akemi finally said. "Anyway, that's all you need to know. Avoid that thing at all costs. _Both_ of you." She added, and Sayaka found herself wondering at the earnestness in her voice.

Sure, she _was_ beautiful, and she did have this cool mysteriousness about her, but if she went around doing stuff like shooting up animals, well, that was a warning sign of a serial-killer-to-be from what Sayaka had heard. Sure, she'd said that animal thing was evil, but where was the proof of that? How were they supposed to just take her word for it?

Frustratingly though, Akemi turned away from them as if to run off. "If you'll excuse me," she told them curtly.

"Wait a minute!" Sayaka snapped. "You gotta give us more than that. I mean…what… _are_ you…exactly?" as for the first time she actually took in what this chick was wearing, and it definitely wasn't the Mitakihara Middle School uniform. Had more of a gothic vibe to it that Sayaka wasn't too much of a fan of…but that was beside the point.

"I'm no one you need to worry about," Akemi told them over her shoulder, in that same bored, curt tone of voice.

It was starting to set Sayaka's teeth on edge, if she was being totally honest.

She was about to retort though when Akemi turned away again and added, sounding less bored. Actually, she sounded almost gentle rather than blunt like before.

"You both live such happy lives. I just don't want to see them ruined by a stupid decision."

Sayaka clenched her fists. "Hey, nobody asked you," she growled.

In her mind though, a melody started turning, that way that random melodies sometimes do even for those who aren't musically inclined. Now, she wasn't sure if it was just because of all of the music she'd been getting into in trying to find things to comfort Kyosuke, but the tune resolved itself into something far more substantial as far as music was concerned. It was discordant, menacing, yet at the very same time full of sorrow. Like an orchestra of the damned, hollow yet in eternal pain.

Something clenched in Sayaka's stomach, and she covered her mouth in the fleeting horror of something she didn't understand.

Then, just like that, it was gone. And after a moment, Sayaka relaxed, as if nothing had happened.

Meanwhile, what she had just said seemed to give Akemi pause, and she turned back around and glanced from Sayaka to Madoka. The look she gave Madoka was particularly unnerving, especially since earlier that day, Sayaka had just been (though jokingly) supposing that this girl was a lover from a past life of Madoka's who'd crossed space and time to find her again.

However, there was a tenderness in Akemi's violet eyes just underneath the otherwise cold gaze that threw Sayaka for a loop. Combining this with that strange melody she had heard in her head, her irritation waned in favor of her confusion and apprehension, and she lowered her fists.

Just a hair.

Meanwhile, Madoka, not missing the way Akemi was looking at her either, started blushing furiously. "Um…Homura…?"

Before any of them could say anything else though, they were all of them interrupted then by a high whine followed by the whoosh of what sounded like rocket boosters.

The three of them looked up and….

Well, if Sayaka had thought she'd seen enough things to stun her today, she'd been dead wrong, as right above floated _the_ Iron Man _in_ his Iron Man suit, and…some other goateed guy in blue robes and a red cape, she couldn't remember this guy's name but she knew he was a…wizard of some sort. Well, had to be if he was floating in the air next to Iron Man without the aid of rocket boosters.

 _Strange..._

Dr. Strange! That was it!

"Ladies," said Dr. Strange, rather politely, all things considered, and he inclined his head. Like Black Widow, he too spoke perfect Japanese.

As did Iron Man though, as he retracted his faceplate to show the face of Tony Stark. Black Widow was one thing, she was an international spy turned S.H.I.E.L.D. agent, but these guys?

"Homura Akemi, I presume?" he asked, under the impression that he needn't treat Akemi much like a child.

What the hell did these guys know about this girl that she and Madoka didn't? Well, apart from basically _everything_ about this girl.

Sayaka glanced over and caught Madoka's eye. Madoka had her hands clasped in front of her, looking more than a little timid. Sayaka instinctively took a step closer to her. Just in case.

"What's it to you, sir?" Akemi demanded.

Okay, clearly she saw no reason to treat Tony Stark as an adult either, regardless of his billionaire status.

It almost made the two of them a good match for each other, speaking in terms of opponents.

Because clearly Stark had come to oppose Akemi, along with Dr. Strange.

"Um, I believe you have something of ours, young lady," Stark told her, folding his arms. His tone was reprimanding, but there was something almost…teasing underneath it, if that was the right word. Actually, he appeared to be attempting to negotiate, trying to minimize the probability of having to use force.

Which as much as Sayaka idolized the Avengers, she appreciated considering their penchant for collateral damage.

Akemi took a step back, and Sayaka compared her to a cornered fox, seeking an exit.

"I have no idea what you're talking about," she retorted coolly. Well, if she was nervous at all, she hid that expertly. Not that that was actually at all surprising.

"I advise you think carefully about your next response, Miss Akemi," warned Dr. Strange, and he raised his hands and with a few motions in the air drew fiery orange circles he seemed capable of wielding easily with his fists.

Sayaka took Madoka's arm, and she felt Madoka take her arm and squeeze her back. They both knew without being told that those magic circles could undoubtedly fire off projectiles that could in all likelihood be very fatal.

Akemi though didn't flinch. She was still seeking an out, but otherwise, she stood strong. Sayaka couldn't exactly fault her for that.

Still.

If she was an enemy of the Avengers….

But then she whipped out that swirling silver disk of hers lashed to her arm again and blinked out of sight. One minute she was there, and the next she was gone.

Sayaka went a little slack. Sure, she'd said that she'd just used the power to manipulate time, but just the same…to see her snap out of sight like she'd teleported… _was_ pretty cool.

Not that she'd admit that out loud.

"Homura!" Madoka shouted, taking a step forward.

"What the hell?" Stark drew back in midair, surprised. "Where'd she go?"

"What did I tell you, Stark?" Dr. Strange dispelled the magic circles attached to his fists. "There's magic to her, she's not at all a normal child."

 _You could say that again_ , Sayaka thought.

"Oh, _I_ get it," said Stark, sound almost amused, "kid was playing for time. Clever girl."

Dr. Strange smirked. He too appeared impressed. "This child's more than abnormal and magic: clearly she has combat experience. However…." And the eye-shaped medallion hanging around his neck started to glow green on the inside. "I think I can track her. Stark?"

And without another word of explanation, he whipped around and flew off down the alley.

Stark sighed and snapped his faceplate back on.

He was about to follow Dr. Strange's pursuit when Sayaka suddenly had a thought.

"Wait, Mr. Iron Man, sir!" she called out.

Iron Man paused and looked back at her.

"Yeah?" he asked, his voice now projected via radio frequency.

"We just saw Black Widow on the floor under construction inside the mall," Sayaka told him earnestly. "Does that mean…Captain America's around too? Are you guys _all_ here? Like Thor and Hulk and Hawkeye?"

"Yeah, we're here, kid, well…me and Cap are, anyway," Iron Man answered, though there was a gravity to his voice that Sayaka hadn't expected, and it made her draw back. "But we don't wanna harm anyone if we don't have to. That girl might be weird and magic, but despite what the wizard said, she's still a kid like you. Obviously stubborn but…I don't think she's a threat. Well…sort of." Then he sort of shrugged and heaved another sigh. "Anyway, gotta go," and he gave them a bit of a salute before he zoomed off, disappearing at the end of the alley in a swirl of light from his rocket boosters.

A wind kicked up in his wake, and blew through Sayaka and Madoka's hair. Madoka gave a yelp, but Sayaka barely felt it as she stared after the retreating Iron Man and Dr. Strange.

When the air stilled again to the calm spring breeze of before, Madoka squeaked, "Sayaka…did what just happened…really happen?"

"Yeah…I think so…" Sayaka said vaguely, her thoughts pulled elsewhere.

Captain America was here.

He was _here_. She _knew_ he hadn't just…up and abandoned the world.

Thinking on this alone, it helped ease her lingering anxiety over the music she'd heard in hear head a few moments before.

Actually, she could hardly contain her excitement, even as it mingled with her enduring confusion.

Because if what Iron Man had also said about Akemi not being a threat was true, she had to wonder why the Avengers were after her then. He'd said that she'd had something of theirs…so somehow she'd managed to actually take something that belonged to the Avengers.

A weapon, maybe?

Sayaka was still skeptical of the idea that Akemi was on the up and up.

"Sayaka?" said Madoka, and Sayaka turned around, finally tearing her eyes away from the end of the alley.

"Yeah?"

Then she saw that her friend's pink eyes were trembling.

"What should we do?"

"What do you mean?"

"I mean…Homura…she's…. The Avengers are _after_ her. But…Mr. Stark says she's not a threat…."

Sayaka knitted her brow in concern. "Madoka…."

But Madoka took her friend's hands in both of hers. "Sayaka, I don't know what's going on any more than you do…like with that creature Homura says is evil…and the Avengers being after her…but…." Then she looked up at the sky, as though expecting something terrible to fall out of it. "I have a very bad feeling something very bad's about to happen."

And her tone had shifted to something so serious that Sayaka almost didn't recognize this girl as _her_ Madoka. Nonetheless, she squeezed Madoka's hands more tightly.

"What about what that chick said about that creature granting wishes?" she asked.

Madoka dropped her gaze from the sky and met Sayaka's once more, and looked like her normal self again (thankfully).

"I think that's actually true," she admitted. "I don't know about it being evil or that whole…selling your soul thing but…I think that if someone like Homura can do something like stop time and stuff like that…and well, if there are men who can fly and build powerful suits of armor and…shoot arrows that always hit their target no matter what…I guess anything is possible, really. If you think about it." And she gave a kind of nervous giggle, even smiling a little.

Seeing this, Sayaka was encouraged, and she shared her smile. She even felt that hers was stronger. She squeezed Madoka's hands again.

"Okay then, so I guess then for now, we just wait and see what happens next. I mean…hey, who knows? They say the Scarlet Witch used to be an enemy of the Avengers and then turned good and joined them. Who's to say Akemi won't do the same thing?"

As she said this though, she was rather surprised to find that she actually kind of believed her own words.

Kind of.

Madoka's smile widened, and then she blinked as if waking up and looked about. "Oh, it's getting a bit late," she said, sounding nervous again. "We should probably start heading home now."

"Yeah," Sayaka agreed, finally releasing her friend and letting her hands drop.

So, after they collected their schoolbags from the security desk in the mall, Sayaka did express her disappointment that she hadn't managed to find another CD for Kyosuke at the music store (it was nice though to talk about something normal after all that weird stuff).

And for a moment, she imagined him, saw him the way she always did when she went to visit him at the hospital and opened the door to his room: the way he'd be sitting up in bed, staring out of the window, the breeze lifting the curtains…because even though he smiled when he turned to look at her, she could still see the sadness lingering in his gray eyes.

Her heart ached for that.

She wasn't sure that she could put the way she felt about Kyosuke into words just yet, but she knew that this was the first time she'd ever felt like this about someone, and about a boy she'd known since very young no less. That day she'd watched him play his violin, that _tenderness_ that came from the music he played…she'd never thought of him the same way again.

Now when she thought of him, it both hurt and made her happy at the exact same time. Though, with the accident and the state of his one hand…the hurt was there more often than the happy.

Even so, she was determined that _he_ would be happy again. Happy, like before.

"It'll be all right," Madoka was reassuring her, the way she always did in her cheery way, in that way that made Sayaka immediately believe her and feel a little better. "We can come back tomorrow."

"Yeah, that's true," Sayaka agreed, but the corner of her eyes prickled against her will.

"Oh look out!" Madoka yelped but—

Too late.

Sayaka knocked into someone in front of her as she was wiping at her eyes. She staggered back, sputtering an apology.

"Owf—sorry! I'm so sorry!"

She was about to bow when the girl she'd bumped into snarked, "Yeah, you _better_ be sorry. Why don't ya watch where you're going?"

Sayaka blinked, getting a better look at the girl now that she'd reoriented herself. She looked to be about their age, but she definitely didn't go to Mitakihara Middle School. She wasn't even wearing a school uniform. Instead she was wearing denim shorts and punky boots, her hands jammed into the pouch of a teal zip-up hoodie. And her long and thick red hair was pulled back into a large ponytail with a big black bow.

"Um…yeah," said Sayaka, though she was immediately nettled by this girl's attitude. Sure she'd run into her, but she didn't have to be a jerk about it when she tried to apologize.

But then the glare the girl gave her relaxed into an expression of nonchalance as she pulled out a box of Pocky from inside her hoodie pouch, took one out, and snapped off a bit of it with her teeth. "Whatever, just be careful, okay? Apology accepted and all that."

And before Sayaka could respond, the redhead sidestepped her and moseyed on down the street.

Sayaka stared after her, still a bit groused, but…also stirred by something else, though she couldn't say at all what it could be.

Which only served to frustrate her even more.

"Ugh, c'mon, Madoka," she huffed, turning away from the girl's retreating back, throwing her bag over her shoulder, trying to ignore the instinctive observation that that girl's hair had been a _very_ pretty shade of red.

* * *

Natasha had never thought it possible to feel despair like this. This was beyond anything she'd felt even in those moments in her life when she'd thought that she was about to die. Somehow, being surrounded by this madness closing in on her was beyond despair.

Even so. She tipped her head back and let out a quivering laugh.

 _What the hell?_ Was this how it was that some people went crazy? They found themselves so full of pain and sorrow that they had no choice but to delude themselves into taking joy in it, embracing it, numbing themselves to it until all reality was warped?

The cotton ball monsters had created a suffocating wall around her, and here she was, with her apparently useless gun. She let it slide from her hands. Normally, she'd have said to herself that if these things were going to tear her apart, at least she'd go down fighting.

But instead her thoughts of how she probably deserved this monstrous end kept swirling in her head like water down a drain.

Yet she couldn't even weep.

Or laugh, or feel fear.

She couldn't feel _anything._

One of the cotton ball monsters lurched forward, got right into her face, bore its teeth at her in a parody of a grin, squeaking out its strange language that Natasha didn't understand. Any second it was going to wrap her in that barbed wire and those thorns, chop her in half with those scissors, and then maybe bite her head off. Probably.

This really sucked.

But then a rope of chains shattered and clattered to the floor, and a shaft of colored light descended from above and burst outward, blasting away all the monsters. Natasha fell back, like she'd been shaken out of a nightmare-filled sleep, gaping at the fallen cotton ball beasts as they griped in agitated, still unintelligible squeaks.

Mind starting to race again, she took up her gun from the ground and stood, finding herself surrounded in a golden luminance of sorts, or rather, she could _feel_ it…something that made her feel happiness like she hadn't felt in a very long time.

And beneath her feet, swirling colors like beautiful spinning stained glass.

"That was close, wasn't it, ma'am? But don't worry, you're safe now."

Natasha's head whipped around. That sounded like a young girl. But it wasn't Akemi.

Instead she saw a preteen girl with golden corkscrew pigtails, wearing the same school uniform as those two girls Akemi had been confronting, as well as a very vague but no less pleasant smile, which was only odd considering the circumstances. In her palm though, she held a golden egg-shaped jewel of some sort, and that appeared to be the source of the golden light and warmth that had blasted away the cotton ball monsters.

"Um…thank you?" Natasha said uncertainly, lowering her gun again.

"Forgive me." The girl inclined her head apologetically. "I was out looking for a friend of mine. I had sensed he was in trouble. I thought I felt him here. But it looks like I managed to find a witch on the prowl instead. Lucky I did though."

Natasha blinked. _A witch?_ "Um…." She shook her head. "I'm sorry but…would you mind telling me your name?" she asked, trying very hard not to refer to the girl the way she would a very small child. There was something about her that despite her age commanded some respect.

"Oh yes," said the girl on a kind of soft laugh. "Apologies again, ma'am, I suppose I ought to do the proper thing and introduce myself."

Outside the ring of light though, where the shadows still lurked, the cotton ball monsters and their thorny vines and barbed wire and scissors were starting to come round and creep toward them for another attack.

"Actually, I'm sorry, but that's going to have to wait a bit. Please excuse me while I wrap this up first?"

And without waiting for an answer, the girl, still smiling that vague smile, threw her golden egg-shaped jewel up in the air. The jewel exploded with light and wrapped the girl up in yellow ribbons. They transformed the girl out of the outfit she was wearing into a short-skirted dress and pair of boots reminiscent of a cowgirl. She even got a hat with a feather in it to go with it, and the golden jewel was now set into a flower pinned at that base of that feather.

The girl gave a flick of her golden corkscrew pigtails and the feather, as she rose into the air, slowly spinning like a ballet dancer statue inside of a music box.

Natasha let her arms go slack again as she stared.

The girl still smiled at her, but there was something warmer about it now.

The cotton ball monsters and their scissors and thorns and barbs scattered in fear as the girl now stood atop a summit of butterflies.

"This will only take a moment, ma'am," the girl politely assured Natasha.

And then she wept her arms out and summoned a fleet of old-style looking rifles, all aimed and ready in the air with her. With another sweep of her arms, she fired them all at once, sending a firecracker barrage of light at the little cotton ball monsters, obliterating each and every one of them in bursts of golden sparks.

Natasha felt the recoil of each of those rifles down to her bones.

Damn. This girl was packin' heat.

And not your average run-of-the-mill heat either.

This was…yeah, this was magic.

Just the same.

Natasha couldn't help being just a little in awe.

She'd seen a lot of crazy shit, but the last thing she'd expected on that list was a little girl firing off an armada of magic floating guns to destroy ferocious cotton imps.

Even more impressive was how the girl's destroying those things caused the distorted world of sickly colors to completely dissipate, and everything was as before on the dark and gloomy floor under construction. And the girl alighted back down onto the ground a bit like a fairy in a folktale, and much in what seemed to be her own delicate way, she gave Natasha an amiable curtsy.

"Ma'am."

"Wow…thank you. Again. That—That was something."

Natasha wasn't often given to stammering, even in moments of disbelief, but this was one of those times she couldn't help herself.

The girl straightened, still smiling at her. "So then, introductions: my name is Mami Tomoe."

On impulse, Natasha held out her free hand, her other hand holding her gun relaxed at her side. She returned the girl's smile with one of her own…one that someone might've called "almost motherly". Well, maybe not "motherly"…okay, "almost big-sisterly" then.

"Natasha Romanov."

"Oh! You're…Black Widow!"

Mami Tomoe's golden eyes glowed the way her jewel had. Now it was her turn to be in awe it seemed.

The vagueness of her smile completely evaporated, as she sucked in her breath, her mouth falling open in excitement.

"I don't believe it," she whispered, taking Natasha's hand as if in a dream.

"I don't either, kid. That was pretty impressive."

Mami's cheeks colored, and she scraped a toe on the floor humbly. "Please, you're an Avenger, ma'am. And me…."

"Hey, don't sell yourself short. You've got skills. I was about your age when I started my work."

"Hm. Wow. Well, it's a pleasure to make your acquaintance, Miss Black Widow. Or may I address you as Miss Romanov?"

Natasha grinned. "Pleasure to make your acquaintance as well, Miss Mami. How about you call me…Miss Natasha?"

Mami's returning grin actually turned a bit roguish despite her otherwise cordial demeanor, which Natasha rather liked.

"Very well then…Miss Natasha."


	4. Nox

**Chapter Four**

 **Nox**

"Do you think any of that stuff we just saw will be on the news?" Madoka wondered aloud as she and Sayaka reached their neighborhood blanketed by the soft violet of evening, school bags in tow.

Sayaka's eyes rounded out to the size of saucers. " _That's_ what you're thinking about?"

Madoka looked round at her and tilted her head to one side. "Well, aren't _you_? I mean…how else will we know that all really happened? That it wasn't just a dream?"

"Hm." Sayaka glanced up at the sky. "I guess you've gotta point. Plus, I mean, the Avengers _are_ pretty famous." Then she laughed out loud at this, because saying the Avengers were "pretty famous" was a huge understatement. "But then again," she added, wiping at the corner of one eye with a knuckle, "they didn't do anything too extraordinary, just confronted us in a back alley. I mean…they didn't make the usual spectacle of themselves that they usually do. Though they still might. After all, that was only Iron Man and Dr. Strange we saw."

Madoka found herself grinning in spite of the foreboding and sense of another being taking over her mind she'd felt earlier. She was glad she had Sayaka with her now. It made her feel better, more like things were normal, even as in the back of her head everything Homura and Iron Man and Dr. Strange had said looped over and over.

That, and another and incidentally very pleasant thought occurred to her. Actually, she was surprised she hadn't considered it earlier, though that didn't make it less welcome.

"Hey, you know, if the Avengers are here…maybe that means we'll see Hawkeye around!" Madoka did her best to keep the "gush" out of her voice but failed rather spectacularly.

Sayaka guffawed again, holding her stomach with one hand while her school bag swung in her other hand. "I'm sorry, Madoka," she apologized sincerely, when she managed to get her power of speech back. "I just…can't get over how much you love Hawkeye."

Madoka knitted her brows and pouted, just a little, her cheeks growing warm. "I just think people who can shoot with a bow and arrow are cool, that's all."

"Yeah? Izzat something _you'd_ like to take up?" Sayaka nudged her playfully with her elbow.

"Stop it, Sayaka…." Madoka blushed harder as she gently pushed Sayaka away.

"Hey, I'm actually being serious though," Sayaka admitted. "I mean, high school's not too far off: Mitakihara High's got a champion archery club. You could join. I'd love to see you go for a sport like that."

Madoka gave her friend a genuinely surprised look. "You mean it?"

"Well, yeah. That'd be so frickin' boss, y'know? The adorable Madoka Kaname who's got killer aim with her trusty bow and arrow. And if anyone's a master, I'll admit Hawkeye's a contender. He _can_ literally hit _anything_ , targeting with those eyes of his. Even Iron Man relies on a sight when he fires shots from his suit. I mean, sure ya got Black Widow who's got her guns, but now that you mention it, the bow and arrow thing is really…."

"Robin Hood-ish?"

"Exactly."

Sayaka laughed and threw an arm around Madoka's shoulders and Madoka giggled, as the two of them passed beneath the quiet streetlamps spreading pools of light at intervals along the sidewalk.

And Madoka took advantage of the shadows to hide another blush as she imagined herself taking aim with a bow like Hawkeye's, just to harmlessly hit non-living targets for fun though.

Once she got home though, she realized just how tired she was. Even so, she managed to eat her dinner with the rest of her family and then finished her homework, and later as she was brushing her teeth and getting ready for bed, something on the news did come up about a sighting of a meteor or some such just outside of town, but nothing official had been confirmed yet, and besides, many experts were saying the object's rate of plummet had been far too slow to have been a meteor.

"Hm," she grunted thoughtfully. _Guess nothing else_ did _happen after me and Sayaka were gone._

Then she went back upstairs into the bathroom and spit into the sink.

As she laid in bed that night, staring up at her ceiling, hugging her yellow body pillow, her mind drifted to Hawkeye again, and she found herself asking the usual questions: what his life was like outside of being an Avenger, if he had a family maybe, or a girlfriend at least.

Tony Stark as Iron Man didn't exactly keep what he was about that much of a secret, at least, no more than he did before he announced that he was Iron Man. Dr. Bruce Banner might've been reclusive, but after Harlem there was no denying that he was The Hulk. Captain America, well, there was a whole exhibit about him at the Smithsonian in Washington D.C. (and incidentally it was on Sayaka's list of places she wanted to go before she died). Black Widow—real name, Natasha Romanov—yeah she was hard to pin down as a former Russian spy, and even after all that stuff about Hydra inside S.H.I.E.L.D. that she'd leaked onto the Net (including personal info on her) she was still pretty shrouded, all things considered (though despite that reputation, Madoka had seen plenty of Black Widow cosplay around).

Compared to all of them though, Hawkeye—Clint Barton, that is—was a fairly normal guy, all things considered. He just…could always hit his target.

To Madoka though, that spoke to her in some way.

It was the one thing he was good at, and he'd done a lot of good with that one thing.

She closed her eyes and replayed in her mind news footage and leaked web clips she'd watched of him doing his thing, shooting those arrows at a rapid-fire pace, never missing, even when he didn't bother to actually look at what he was aiming at.

And she fell asleep on a very contented sigh.

Unaware of the great spinning ring looming over the Earth like the Sword of Damocles. Yet as she dreamed, she dreamed of the very thing that was keeping that doom at bay.

A glow of pink light that was only visible to those who had the ability to it.

A shield wrapped around the world.

* * *

Mami Tomoe's bootheels smacked pavement as she sprinted down the dark street back to her apartment building. When she reached the corner and caught her breath, she took out her Soul Gem, whereupon she undid her magical girl outfit and resumed wearing her Mitakihara Middle School uniform.

Only then did she allow herself to truly exhale in relief.

That breath of relief that she'd managed to survive another day.

Now that the adrenaline had worn off, she gave some thought to the last thing Natasha Romanov had said to her before dashing off to meet with Captain America on the Avengers' quinjet (wherever that was):

 _"You wouldn't mind doing me a favor, would you? There's a girl about your age, goes to your school, supposed to have a thing called a Tesseract—you know, that thing that tore open the sky over New York a few years ago? Anyway, girl's name is Homura Akemi. Mind keeping an eye out for her? Think of it as working as an honorary Avenger. After all, we've never had anything like a Magical Girl in our ranks before."_

After which she'd winked before hopping onto a sleek motorcycle and zooming off down the road.

As she recalled this, Mami also considered the little wristlet communicator Natasha had given her so that she could keep in touch, seeing as how Mami had more or less agreed to keep an eye out. It wasn't witch-hunting work, but helping the Avengers was still a means to uphold justice, and Mami was all for that.

That said, Mami had managed to put in some witch-hunting work after she and Natasha had parted ways, though to her dissatisfaction, she hadn't managed to find the witch that familiar that had initially attacked Natasha was attached to. And now that her adrenaline had worn off, she had some more time to really think about what Natasha had said.

Not only that, but, if she was honest, she was rather excited about the idea of being an "honorary Avenger", even if that probably would never become official. It was the first time in a long time where she felt like she had more in her life than an endless string of hunting witches and their familiars, day in and day out.

Plus, if this Homura Akemi did in fact go to her school, it would probably be a cinch for someone like Mami to weed her out. Though she couldn't fathom what a Japanese middle-school girl was doing with something so top secret (well, perhaps not so secret) and powerful as the Tesseract.

 _Mami!_

Mami looked round and smiled. "Oh Kyuubey! There you are! I was so worried."

Kyuubey, perched atop the wall on the other side of the street, leapt down and bounded over to rub against Mami's shin like a cat. He even felt like he was vibrating—like a cat purring.

 _There was no need for that. There's little chance for someone like me to stay stuck in trouble for long._ Then he sat back on his haunches, bushy tail swishing back and forth, and peered up at Mami with his red eyes. _But what is it you have there?_

"Oh." Mami tugged down the sleeve of her school blouse to hide the wristlet from Natasha. "Nothing."

Kyuubey stared up at her for a moment, blinking slowly three times, before saying, _Very well then._

Then he led the way up to Mami's apartment and Mami followed behind, wondering what on Earth had compelled her to lie to Kyuubey like that?

Perhaps because she knew he would more than likely be displeased to hear she was doing a side mission that had nothing to do with witch-hunting.

Just the same, she had already concluded that helping them to find the Tesseract was the right thing to do. And once she'd set her mind to something, there was no persuading it otherwise.

Something that had always exasperated Kyoko greatly.

* * *

"Okay, Nat—eagle swooping in for pickup," Captain Steve Rogers—a.k.a. Captain America—said into the comm. He could already see Natasha on her motorcycle below, speeding down the country road outside of the city of Mitakihara as he lowered the quinjet over the ground. As he did, he also flipped the switch to open up the loading hatch and did exactly what he said: he scooped Natasha up from the ground, she having expertly timed it on putting the motorcycle into reverse.

She hit the brakes just as the hatch closed and leveled out.

Steve managed a grin for a greeting when she came to the front of the quinjet. No longer the clean-shaven guy he once was, for the moment he held off on donning his uniform again and instead was going around in jeans and a gray t-shirt that hugged the muscles of his cut abs and chest.

He'd be suiting up though soon enough, after the conversation he and Natasha just had.

Though he lacked a shield.

But there had been a reason he'd left it behind back in Siberia.

Just the same, things had been well, topsy-turvy, to put it mildly, ever since he got that very simple text out of the blue from Tony.

Although at the moment he had what could arguably be considered an equally dire dilemma, and that was the fact that a little earlier he'd picked up something on the scanner while Natasha had been down there on the ground tracking Tony's coordinates to find this Homura Akemi and the Tesseract: an unidentified vehicle from space streaking out of the moonlit sky and landing on the other side of Mitakihara.

Something that had contained a familiar gamma signature.

And in the meantime, satellites were going off, having detected two much larger objects not far from the moon. Just hovering there. Both of them like idling getaway cars. That and it also sounded like shots were being fired between them.

Not a good sign.

So…how best to tell Natasha that a certain doctor with a certain kind of anger management problem may very well have been on that fallen ship?

 _Oh, she'll love this_ , he'd thought to himself dryly.

Still, he put on a good face for her now. 

"Glad to see you're alive. That was some malfunction."

Natasha yanked her hands-free earpiece out of her ear with a flip of her newly dyed white hair. "Oh, it was more than a malfunction." She eyed Steve seriously from where she stood just behind him in the pilot's seat. "We need to talk."

"Oh?" Steve quirked an eyebrow.

"Yeah."

"Sounds big."

"Well, no more than the usual weirdness. But even so, definitely not something we expected."

"Ah well, when has _anything_ in our line of work been expected? Also, speaking of unexpected…."

"Yeah…?" Natasha canted her head to one side.

If he had a hand free, Steve would've rubbed the back of his neck in discomfiture. He felt a bit knotted at how best to bring up the highly likely possibility that Dr. Bruce Banner wasn't too far from them at this very moment, after all this time having no idea where he'd disappeared to after their final confrontation against Ultron. In times like this he felt most like that weak kid from Brooklyn well aware that no girl was gonna dance with a guy who, at the time, had been so small she could step on him.

"C'mon, spit it out."

"Okay. Well, I picked up an oncoming object from the sky…very likely a spacecraft…and um…well, it's rather Asgardian, if you know what I mean."

Natasha's eyes widened into a rare expression of genuine shock. "Oh?"

"Yeah…and um…I also picked up a rather high gamma signature on it," Steve went on, sort of hoping Natasha would just fill in the blanks from there.

And she did. He could tell by the way her face closed up, like a door shutting.

She looked away. "I see. Do you…did you see where they…landed?" she asked, clearing her throat.

"On the other side of town," said Steve. "But we haven't been able to establish contact as of yet."

"I see." Natasha became very stiff for a moment, as Steve watched her almost physically work to process what he'd just told her. "Well…maybe that could be because the ship's Asgardian?"

"Yeah, maybe…"

When Natasha still didn't say anything, just bit her lip, Steve tentatively asked, "Hey? You…okay?"

Natasha snapped back to attention, like a surprised deer. "What? Yeah, I'm fine," she said, more brusquely than she probably meant, and then shook her head. But she was quiet for the rest of the short flight back to where they'd set up base camp.

The quinjet came in for a landing in the middle of the expanse of piney woods blanketing the mountains that bordered the now luminescent city of Mitakihara, lights sparkling at the approach of night, the moon rising luminously in the twilit sky.

For a moment, Steve appreciated the colors of the lush forest beneath him. Back in the time he came from, the U.S. had been at war with both Nazi Germany as well as Japan, and it was still hard for him to shake off the dark feeling he'd gotten when he'd learned how things had ended in the Pacific. And now here he was in modern-day Japan, seeing it for himself for the first time. Moreover, he'd found he was glad to learn that since the war, bridges had been built in the wake of the destruction of the war.

Especially after learning about these things that had grown in popularity called " _anime_ " and " _manga_ ", so he'd added that to his list of things to "catch up on" from all that he'd missed while sleeping for seventy-odd years (something he still had on him, even after having to go underground).

Then he frowned at reminding himself that he was a fugitive. But that was the price you sometimes had to pay for sticking to your principles.

And not everyone was always strong enough to maintain their sanity when that happened.

He liked to think he was one of those who was stronger than that.

Down below, in the little cave where they'd set up a temporary base of operations for their hunt for the Tesseract, they found Wanda and Vision—both sitting together on the rocky floor of the lit cavern further in, and in the middle of what looked like a rather heated discussion.

Steve did hope that Wanda and Vision hadn't just been fighting. Things had been a bit tense since he and Natasha had come in to collect them from Scotland: just a precaution, seeing as how they were now aware sinister beings were making their move to try to get to the Infinity Stones, one of which was the yellow gem in the middle of Vision's forehead.

Yeah, things were gonna get bad fast. 

Wanda looked up when Steven and Natasha ducked inside and, with a withered glance at Vision stood and went over to the other side of the cave, arms crossed, as if she needed to put some distance between the two of them. "Did you find it?" she asked in her accented English.

Vision watched her attentively from where he remained sat on the floor, but said nothing. Perhaps he didn't have the heart to point out the obvious based on Steven's and Natasha's manner of entrance.

"No, but we've got a lead," said Natasha, trying to sound uncharacteristically optimistic, folding her arms under her breasts zipped up oh-so-perfectly into her leather outfit and leaning back against a large stalagmite.

Wanda frowned and twisted one of the rings she still wore on her finger. "You would have had better luck if you'd taken me with you, I think."

Steve stood back against a wall of rock closer to the entrance of the cave, also folding his arms and heaving a sigh, a part of his mind keeping alert for anyone that might come across their little hideout. (He seriously missed the advantage of having Tony's tech.) "Maybe, but considering what happened in Scotland…."

"I _know_." Wanda gave a frustrated sigh. In some ways she was still very much a woman just stumbling off the edge of her teenage years. Steve strongly suspected it had to do with the fact that she didn't really get to experience her teenage years the way most people did, or ought to, anyway. Something he rather empathized with.

"So what sort of lead do we have?" he asked.

Natasha shrugged one shoulder. "I came across this middle school student—looks like she goes to the same school as our Tesseract-snatcher Homura Akemi. So I recruited her, more or less—and by that I mean asked her to give us a shout if she happened to come across her—" She shook her wristlet comm in the air "—or maybe even bring her in, if she can."

Steve cleared his throat. "Um, okay. That's a logical move but…I'm not all that keen on involving civilians. Especially minors." He caught Wanda's eye meaningfully.

"Well, this girl's not exactly…ordinary," Natasha elaborated with a smirk.

Which gave Steve pause as he scratched his beard. He caught Wanda's eye again. "What…you mean…she's like…an enhanced?"

"I dunno if I'd call it that."

"Then what would you call it then?"

"According to her, she's what's called a 'Magical Girl', and apparently their primary function is to fight…witches."

Wanda raised her eyebrows and Natasha hastily added, "Oh not…like you kinda witches, these're way different. Actually I encountered one." She glanced at Steve. "That's why we lost contact for a bit. They're like…well, they're pretty trippy, to put it mildly."

 _Okay then. Yeah. Some malfunction indeed._

Vision finally looked away from Wanda and at the other two instead, intrigue distracting him from his more humanly anxious thoughts. And after Natasha briefed them all on what it was like encountering this witch, he was actually the first one to speak after a moment's mental digestion.

"This sounds very anomalous," he observed. "How exactly did this…Miss Mami Tomoe fight this witch?"

"Well, witch's familiar, or minion, but still…just as bad. But Tomoe claimed she used straight up magic. I mean…it manifested as this fleet of guns—kinda old school, flintlock looking models—and hit the thing with a magic barrage from them that eventually caused the witch's familiar to dissipate," Natasha answered at length.

"And you say that when this witch's familiar had you trapped in its…alternative space…it affected your emotions as well as showed you an array of twisted and disturbing imagery?"

Steve felt another dash of sympathy for Nat as she showed just a sliver of vulnerable gravitas, like earlier when he'd mentioned tracking the Asgardian ship that more than likely had both Thor and Banner aboard it.

"Yeah. I felt…well…hopeless," she professed simply.

"Does sound like mind games," Steve offered. "Though I think these're on a whole other level compared to what you can do, Wanda."

Wanda huffed and hugged herself more tightly, as though cold. "I'm not a fan of being compared to a witch like that."

"Well, you'll always be _our_ witch," Steve said, rather fondly.

Which coaxed a half-smile out of Wanda. For she very much liked the sobriquet of Scarlet Witch.

Meanwhile, Vision seemed more preoccupied with developing a way to explain these other witches and their familiars that Natasha was talking about.

Then Steve had a thought.

"Do you think the Tesseract has something to do with these witches and their familiars? I mean, not making them appear, because from the sound of it, Magical Girls like this Mami Tomoe have been fighting them for ages. But maybe the Space Stone's presence here is…I dunno…agitating them or something."

"Possibly," Vision supposed, pensively steepling his fingers together. "But I have a feeling not. Certainly, the Space Stone—the Infinity Stone inside the Tesseract, that is—does affect space besides the few other things that it does, but the emotional side effects that Miss Romanov is describing does not sound like something that _would_ be related to the Space Stone. In fact, the way you described this Miss Tomoe defeating this witch—or its familiar, rather, but still a part of a witch—it almost sounds like a cancelling out of sorts. You have the negative—the witch's power—and then the positive—the power of the so-called Magical Girl. Then again, this is all conjecture," he added, as if his godly power to see beyond normal human perceptions weren't a factor in his thinking.

"How does it sound like a cancelling out to you?" Natasha wanted to know.

Vision shrugged. Sort of. "It just sounds so simple. Like the witch was _made_ to be defeated. Or the Magical Girl was made to defeat the witch. Or both."

"Well, this was only one fight, and only against a familiar: she probably has to struggle against a full witch."

"True. So, again: conjecture."

Wanda rolled her eyes and then averted them when Vision tried to glance her way again.

Oh yeah, it was indubitable and obvious: they'd been fighting. Well, maybe not fighting, but intensely disagreeing with each other.

More than likely still about Vision's insistence that he and the Mind Stone that he possessed should be destroyed if there were malicious forces seeking it. Wanda however was begging him to at least consider finding a way to remove it safely from his head if they did have to destroy it, but that was betting on Vision not literally falling apart at the stone's extraction. Still, Wanda preferred trying for a way to destroy the Mind Stone without destroying Vision.

Any idiot could see that in the time they'd been alone together, they'd grown extremely close.

But whatever Vision's feelings for her, it was in his nature to adhere to the adage of "the good of the many outweighs the good of the few". Even if that meant forfeiting his own life as a sentient being, never mind breaking a few hearts along the way.

And before Steve could stop, he fell into recollections of many unfortunate things in his own life, all sacrifices for the good of the many in their own way. Dr. Erskine's death. The way Peggy had died years and years later, having grown so old while he'd been frozen in time. And then there was Bucky, alone in Wakanda, back on ice, back to dreaming, removing himself from the world that he'd helped to shatter with the blood on his hands—sure he hadn't known he was doing it, had been brainwashed and tormented into a killing machine, but that didn't change the fact that he was the one who'd killed Howard Stark and his wife.

Tony's parents.

And because of all of that, because Steve had defended Bucky nonetheless, there was the way things had gone between himself and Tony the last time they'd encountered each other. Nearly killing one friend to save another. Not one of Steve's prouder moments, and again, he wouldn't have done it any other way, it was why he'd given up the shield.

Because Howard had made it. And he'd used it in defense of a truth he'd kept from his son in order to spare him the pain of it. After always being the one who preferred open honesty among teammates, he'd picked up the habit of hiding things too.

It was only after that the full force of the guilt hit him, the way his actions had consequently pulled the Avengers apart at the seams. That was about the time he'd more or less quit shaving. When he and Natasha had found each other and she'd noted the beard, she'd jokingly asked him if he was going for the "hobo look". That had gotten the first laugh out of him in months.

He scratched absently at that beard again, and then he noticed Vision watching him now, and he tried to look somewhere else.

 _Maybe…maybe if we find the Tesseract, there's still a chance for the Avengers_ , he hoped rather wistfully, his eyes drifting towards the cave entrance, to the moonlight that shined in. He might've told Tony in that letter that he'd never really felt he'd fit in anywhere, but if there was anywhere he'd felt he'd even fit in just a little, it was with them.

And for all of their bickering and the like, if things got bad again, he knew he could count on Tony as much as he could count on him. And then there was Thor, and Banner, and Clint.

Yeah, he missed them.

Hell, Natasha had been trying to get him to admit it out loud for the past year now.

"So, what do you think, Cap?"

Steve snapped back to attention, realizing Natasha had been talking to him and now all three of them were watching him. "Huh? What?"

"Think we should try calling Stark again? Let him know what we found? I mean, who's to say he and Dr. Strange haven't managed to find this Homura Akemi?'

Homura Akemi…and Mami Tomoe. Two very odd young girls, one a self-proclaimed "Magical Girl", the other somehow capable of stealing something like the Tesseract right from under their noses. Girls who reminded him a little bit of Wanda actually, if he was being honest. And he hadn't even met them, and he'd only ever seen Homura looked like from a picture sent to him from Stark's phone.

After all this time, _that_ was the first bit of communique he gets from the guy.

Of course.

Still, it made Steve's mouth quirk up in a half-smile when he thought about it.

"Yeah," he agreed. "After all, this is Avengers' work, right?"

* * *

 _Man, what the hell was I thinking?_

Kyoko Sakura liked to think that after what she'd gone through, she'd learned a thing or two about being careful and avoiding risk as much as possible (a bit of a contradiction considering her being a witch-hunting Magical Girl). But here she was, encroaching on Mami's territory—like she'd told herself _not_ to do. Not unless she wanted trouble.

After all, Mami might've had a sweeter disposition than she did, but she was no cupcake either.

Although she'd never admit it, Kyoko did miss the days when she and Mami hadn't been basically mortal enemies.

However, tonight, she'd just _had_ to get away from a certain pair of unwanted guests who had decided the patch of land in front of her father's old church (now abandoned) would be a great place to land a damn spaceship. Fortunately this time Kyoko decided not to waste her magic and simply stormed off for a bit (though she was regretting that very cool-headed decision at the moment). The fact that a spaceship was suddenly before her meanwhile had done little to faze her. After all, she now lived in a world where she knew magic and witches existed, alongside superheroes like the Avengers fending off extraterrestrial attacks. So, a spaceship didn't feel as a surprising.

Or as threatening.

Though she did promise she wouldn't tell anyone about them being there while she was out.

Maybe they'd be gone when she got back.

In the meantime, she could work off some steam hunting witches.

And right now, the only witch activity she was finding was in Mami's territory.

But she'd settle.

Besides, maybe she'd be lucky and Mami wouldn't be out now. It was a _big_ city, after all.

Then she started to get hungry.

And all the snacks she'd brought back earlier were back at her father's church.

Huffing, Kyoko found more reasons to grumble about her home invaders as she slipped into the next convenience store and performed her usual tricks perfected to totally get away with slipping a box of Pocky into her hoodie and no one being the wiser as she walked right back out of the store without paying a dime of the money she didn't have. Her excellent achievement of stealth was saying something considering her great big ponytail of bright red hair tied up with a big black bow.

The oblivious store clerk even called out, "Come again please!" after her.

Kyoko smirked over her shoulder and then rounded the next corner.

But then as she passed the entrance to a dark alley, she felt a familiar prickle up her spine and backtracked. Cautiously treading into the shadows, her feet bumped into something heavy but also squishy—like a large hot water bottle.

Stepping back, she saw her boots splish in a dark red liquid swirling down the little street drain.

Blood.

Kyoko sniffed as hungry fox might. Once her eyes adjusted, she saw the body of a woman in a waitress uniform, and lying next to her the bloody shard of glass she'd used to slit her throat open.

And right alongside that exsanguinating slit, the unmistakable mark of a Witch's Kiss.

For just a moment, her insides sank, her mind falling backwards as the vision of the waitress wavered and suddenly resembled her little sister Momo, and then her mother…then her father swinging like a ragdoll from the ceiling—

She swallowed the bile that came up at the back of her throat, burning not just from disgust but from a deeply buried anger.

 _Get over it. You've seen this shit before._

Then came that familiar prickle up the spine again, and Kyoko's lips spread into a wide smile: the smile of the fox about to close its jaws around the neck of its prey. Her teeth gleamed white in the dark, and all around her the world wavered, twisted, and changed form.

Changed into a garden of roses and butterflies.

In the center of it all, there was a somber little blob of a witch, with lank hair made of thorn and roses both, her butterfly wings opening and closing slowly and sadly.

"Ah, Gertrud, is it?" Kyoko took out the box of Pocky and yanked one of the chocolate-dipped wafer sticks out with her teeth like one would do with a cigarette. She chomped down on it, gobbling it up with no hands and then swallowing.

Then she grinned her feral grin at the witch, held out the hand on which she wore her Soul Gem ring, and released the bright red Soul Gem within. The Soul Gem exploded in red light and bathed her in a red as red as the blood on the ground. Her spear came to her in all its golden, modular glory, and she clasped it in her fist before she grasped it in both hands and took a fighting stance in the lovely and frilly sleeveless red dress and thigh high boots that adorned her in Magical Girl form.

"All right, witch, let's go," she challenged with the glee of bloodlust, and leapt forward to strike the first blow.

And if those two jerks weren't indeed gone by the time she got back, they could bet they were getting the same. No more messing around. No more playing nice.

Even if they were Avengers.

* * *

At first, to put it simply, it was a bitch trying to track this girl on foot at the moment.

The way Homura Akemi kept disappearing and then reappearing several meters ahead of where she'd disappeared, blinking in and out as the three of them wove in and out of an incredible labyrinth of back alleys smack dab in the middle of the city of Mitakihara. It was like some sick glitch in a video game.

It made Stark's tracking capabilities basically useless, which did not particularly sit well with him.

But then Strange managed to get a lock on her long enough to fire off a beam of green light from that thing around his neck. The moment it struck her it froze her in place in the middle of an alley behind a hospital, and when they both caught up to her and landed, she was like video footage of a runner with the pause button placed on her, surrounded by slowly spinning rings of green runes.

Stark retracted his faceplate. "Nice shot. That Time Stone sure does come in handy."

"Well, seeing as how she was using time manipulation herself," Strange commented, tucking the Eye of Agamotto away. "She'll be getting a talking-to about that, by the way."

"Oh of course," Stark agreed, considering the frozen Homura Akemi. "She _has_ been rather naughty."

Strange raised an eyebrow and Stark huffed and rolled his eyes.

"C'mon, you _know_ what I mean."

"Do I? What were you thinking _I_ was thinking?"

"I don't—Never mind."

They both regarded their quarry for a moment. Since they'd last seen her, she'd ditched her school uniform for this frilly, white and violet, sort of gothic getup that actually suited her better. She wasn't so much Spencer's goth, but more bordering on Victorian, Madame-Curie-intelligent goth.

Which hopefully meant she wasn't going to start spouting some nihilistic nonsense at them once they got down to the questioning her part.

"So, how should we go about unfreezing her without her getting away again?" Stark asked.

"Hm, maybe if you could, hold her back so we have her when I restart her time?" Strange suggested.

"Yeah, because _that_ isn't awkward." But Stark agreed that that was probably the only realistic option without hurting her.

On the other hand, he didn't want to give her a reason to scream.

So, he modified the idea by deploying some metal clamps from his suit that latched to her feet like big alloyed slippers and held her to the ground. Hopefully it wouldn't give her whiplash when she tried to keep running and her feet didn't come with her.

"Wait," said Stark before Strange restarted her time. "Didn't she have some kinda silver disk thing with her? On her arm?"

"Hm." Strange glanced her over. "Perhaps. I don't see it now though."

"No, me neither."

 _Maybe I imagined it._

For a moment though, Stark considered her frozen expression. There was a serious set to it, to her narrowed violet eyes, that looked way too old for a young girl's face, that innocent headband of hers in her long black hair that shined in the streetlamps like a raven's wing. Yet she somehow wore the expression well, just the same.

It reminded him a little of himself when he got really angry, or really focused. Or both.

He had a feeling that for her, in this situation, her expression meant both of those things as well.

"Okay, go ahead," he finally said.

He caught Strange's eye, and Strange nodded before he lifted the Time Stone's power off of Homura.

As time caught up with Homura, she lurched forward thinking she was still able to run, only for the clamps on her feet to hold her back and all she managed was to double over. She even dry heaved for a moment, no doubt from the sensation of her stomach being flung forward and then thrown back.

Panting, she managed to get her bearings and then ease herself back into an upright position. She glared from Strange and then to Stark, before she raised her arm.

Stark didn't give her the chance and grabbed her arm. "Hang on there, kiddo."

Homura growled, both in pain and fury, it seemed, but then all of a sudden her whole body relaxed, and she became quite calm, all things considered. Lowering her eyes to her clamped feet, she said, "All right. You've got me. Now what?"

Good thing Strange had had that Language Barrier Spell handy, otherwise neither of them would've been able to understand her, given that neither of them spoke a lick of Japanese.

With this spell though, when they spoke, Japanese instead of English would come out of their mouths, even though it would still sound like English to them in their own ears, and at the same time, all the Japanese coming out of Homura's mouth would sound like English to them, Japanese to her. At first Stark hadn't been comfortable with the idea of some kind of magic tampering with the language mechanics of his brain (or any magic in his brain for that matter, considering the experience the Avengers had with beings messing with people's minds), but seeing as how he hadn't quite managed to perfect his own tech in this particular department, he had to make do.

And he was grateful for it now, he had to admit.

"Young lady, we need to have a talk about that little blue cube," Stark admonished, taking a cue from the times he'd had to reprimand Peter Parker and his antics as New York's friendly neighborhood "Spiderman". (Well, he wasn't quite a man yet, he was only kid, not much older than Homura, actually, but Spider _boy_ didn't seem to work as well as a name to intimidate the criminal underworld. And the kid deserved at least a decent name. He'd proven that much by now.)

"As I said before, I have no idea what you're talking about," Homura said lightly, still keeping her eyes hidden by her bangs.

"You know _exactly_ what I'm talking about."

"Come now, Miss Akemi, you don't want a scene, do you?" prodded Strange.

"Look, just hand over the Tesseract like a good little girl, and we promise we'll overlook this."

"But I need it."

"You _need_ it? For _what_? What in the world does a preteen girl need with the power of the Tesseract?"

Homura tilted her face just so Stark could make out the corner of one violet eye, which she trained squarely on him. "Walpurgisnacht," she answered, unflinching.

Stark blinked. "Sorry, didn't quite catch that: Wal-burgers-knocked?"

" _Walpurgisnacht_ ," Strange clarified before Homura could. "It's German, for 'Walpurgis Night'. Pagan holiday. Or the eve of the Christian feast day of Saint Walpurga, if you like. Starts at night every April the thirtieth and ends every morning May the first. Meant to be a night on which witches meet and hold revels, as it were."

"Oh, well that makes perfect sense," Stark said sarcastically.

But then Homura said, "Actually, it does. Because the Walpurgisnacht I'm talking about _is_ a witch."

Stark and Strange both stared at her, and then at each other.

"A witch?" said Stark. "You mean like, how…Strange here is a…wizard?"

And then the corner of Homura's lips curled humorlessly. "No, not at all. It's far worse than that." Then what Stark could make of her face turned grave again, and after a moment of sober thought, she added, "You see, I am what they call a…Magical Girl…and my purpose is to fight and defeat these witches: beings of pure despair who lure the innocent into their labyrinths and who are never heard from again as the witches devour them."

Though Stark was inclined to dismiss her claims at first, by now he'd seen too much for that kind of denial to hold any water. Moreover, the way she talked about these things sent a shiver up his spine.

"Anyway," Homura went on, hiding her face completely again. "I've tried to defeat this witch Walpurgisnacht more times than I'd care to count. She's a witch so powerful she doesn't need a labyrinth. She just comes in and destroys everything, like an unstoppable hurricane. At least, that's how ordinary humans perceive her. With the Tesseract though…stopping her should be no problem."

Normally, it'd be here that Stark would point out that there was this thing called "The Avengers", and when they assembled, they could pretty much take on any and all threats.

However, even though Steve had clearly come in with Natasha at least to help them find the Tesseract here, after he let them know about it and texted them Homura's picture, this new version of their alliance was tenuous at best.

Besides, Captain America at least was currently known to the world as a fugitive of sorts, and everyone else was scattered and or missing besides—Banner was still missing, they hadn't seen hide or hair of Thor, and (he thought with a thorny bit of guilt) if Barton had been broken out of that prison of Ross's, who knows where he was (though he liked to think that the guy wasn't still nursing his anger with him).

So, he supposed he didn't blame Homura for not considering calling upon them to come help her as an option.

That and maybe she just didn't play well with others.

Still, they couldn't just leave something like the Tesseract in the hands of a child.

"You think I don't understand the power I have in my hands," Homura suddenly said, as if she'd been reading their thoughts.

Again, Stark was undeniably taken aback. Strange, it seemed, was stymied as well.

"I'm sure that you've guessed by now that I have an ability related to the manipulation of time," Homura continued, and then she glanced meaningfully in Strange's direction. "But there's a limit to what I can do: I can only reverse it by a month, and before I can do that, it has to get to a point where…well…my only option to…fix what I'm trying to fix…is to go back. And in the meanwhile, I can only _stop_ it. So…first…I needed to find a way to get back further in time…back to the incident in New York…."

Strange frowned. "What did you do, then, to remedy that?"

Though he actually sounded apprehensive, as if he already knew, but couldn't believe it.

Homura averted her eyes again, actually regretful. "I'm sorry, Dr. Strange, but I did what I had to do. I've spent too long manipulating time not to notice it in other places. That thing that happened in Hong Kong…I knew then what _you_ could do. Before I could anything else, I had to take a trip to Hong Kong, froze time and snuck into the Hong Kong sanctum. That's what you call those places, right?"

Strange raised his eyebrows, and then he smiled, although it was anything but amiable. "You little sneak."

Homura croaked out, "I was _desperate_."

While Strange might've been pissed (and rightly so), Stark felt a little different.

This was a girl crying for help, a girl who at the same time didn't know how to _ask_ for help. Didn't _trust_ people enough to ask for it, if he had to guess.

"Look, kid—"

It was only after it happened that Stark was able to call himself an idiot. Because before that, the only warning he had was Homura shaking off his arm (as he'd allowed his grip to slacken) and then a blinding pain shot through his nose out of nowhere, like someone had punched him. Yet he hadn't seen them do it.

Stark staggered back, Strange cursing in pain as it appeared he too had been struck. And meanwhile, Homura had snapped out of sight again. This time she didn't reappear up ahead either. The way Stark worked it out then, was she'd been using their conversation as a means to distract them, lull them into a false sense of security until she could yank herself free of his grip on her arm and use whatever it was she used to manipulate time, stop it, and escape like she had before.

And this time, while she'd had time stopped, she'd given them each a good sock in the face to slow them up and giver herself a better head start in her flight.

 _Way to play dirty, Miss Magic._

Nose throbbing and eyes watering, Stark and Strange both considered the empty space between them.

"We were foiled," Strange growled, sounding like he had a severe head cold, managing to straighten up and pinching his nose between his thumb and forefinger. "Foiled by de assubed iddocence of adorable youth."

Despite the pain, Stark managed to raise an eyebrow. "So you adit, you dink she's adorable," he said in an equally stuffed up voice. "Even dough she's underage?"

Frowning, Strange grasped Stark by his nose and yanked, causing Stark to give a loud and rather high-pitched and very unseemly yelp.

* * *

Not many beings outside of the Black Order and the rest of his children knew where to find this outpost they called the Sanctuary, much less were able to make it here unless he willed it so.

The Incubators though, they were tricky, unassuming creatures. And Thanos appreciated their ability to exploit a weakness of the heart that many like himself hadn't even thought of—

That adorableness meant innocence.

It even made his weathered, purple lips curl in dark amusement.

"You've come a long way, little Incubator," he commented in his low, gravelly voice, swiveling his great throne around to face his visitor, turning his back on the expansive void of space, a void that surrounded them on this little floating asteroidal oasis, bound together by his power and gravity.

The little white creature with its pointed set of primary ears, long, floppy, fringed, and ringed set of secondary ears, and its bushy, twitching tail, sat there with that blank, close-mouthed stare, its red eyes undeterred by the great Titan that sat before it.

It was lucky that at the moment his children were away carrying out his will, though he would be joining them soon aboard his own massive flagship.

Once he collected the Soul Stone, that is.

 _It was very important that we make contact with you again, Thanos_ , the Incubator told him. _It would seem you failed to heed our previous warning._

"And what warning was that?" Thanos asked unconcernedly, resting his massive chin in his massive hand.

 _To leave Earth to us._

"Oh… _that_ warning. Well, I'm afraid I simply can't honor that. I have business on Earth, you see. And nothing that concerns you."

 _Your efforts to invade Earth will be met with resistance from us. We will not sit idly by and allow you to simply crush it as you would another planet._

"I wasn't aware the Incubators had suddenly come to develop something like an instinct to protect lesser beings."

 _This has nothing to do with a feeble desire to protect a relatively insignificant planet. Earth is simply our current and greatest supply of energy used to combat entropy in the universe._

"Ah," said Thanos, understanding then. "Of course, you are simply a harvester ensuring the security of your harvest. Yes, that motive would suit your kind much better. As for combating entropy, I have a feeling that you misunderstand my reasons for targeting Earth."

The Incubator's expression was blank and unchanging. _Oh?_

"All I seek…are the Infinity Stones, two of which are currently hidden somewhere on that oh-so insignificant planet."

Thanos held up the fist upon which he wore a large gauntlet, forged from a malleable metal, shining and golden. A violet and a red stone were set into the two foreknuckles. There were still four empty spaces, each on a knuckle save for the last one, which was on the back of the hand.

The Incubator's eyes widened, but that was all. _Oh. I see_ , it said. 

"Yes. And in so doing, I shall bring balance to the universe with a simple snap of my fingers."

 _Ah. Of course._ The Incubator's tail twitched, back and forth, back and forth, considering Thanos's argument. Balance, after all, was something beings who fought entropy craved above all else, if they were able to crave anything that is.

Thanos couldn't help a smile again, even if to an outsider it seemed too bitter for a smile, and lacking any warmth.

And then the Incubator said: _Well then…in that case…we shan't get in your way, oh mighty Thanos._

Thanos graciously inclined his head, and then stood, towering above the little creature like the Titan he was. Not that that fazed the Incubator in the least. Naturally.

"Excellent. I invite you to come see me again when I have finished with my work. I should like to know your thoughts on the new version of the universe that I will create."

 _If it pleases you, perhaps we shall indulge._ The Incubator stood on all fours and inclined its head in return.

But then it added, in its enigmatically emotionless way: _However, you should know, Thanos, that you are not the only being capable of becoming a god._

Thanos considered the Incubator, not in the least bothered by the words, but rather intrigued by them. "Oh? Is that so?"


	5. Prey and Ponderings

**Chapter Five**

 **Prey and Ponderings**

"Sure you don't want me to fix you up with just a pinch of the Mystic Arts?" Strange asked for what was probably the millionth time, even as Stark was about to go in for x-rays. On the word "pinch" he illustrated it with his thumb and forefinger a millimeter apart.

"Dude, who yanked who's broken dose?" Stark pointed out as he still had said nose covered with an ice pack that one of the nurses had given him while he waited to be seen.

Strange folded his arms and sighed, not even deigning to give an answer since they both already knew it. And Strange actually did feel kind of bad about it, especially with him being a doctor. Well, former, in some respects, but still. Never quite lost the healer's attitude. Nonetheless, it was a testament to how good Stark actually was at making someone feel guilty (no doubt thanks in part to how well he'd chewed out Spiderman for misuse of the suit he'd developed for him—something about breaking a barge in half?—seeing as how the result had been Spiderman single-handedly taking down the guy who'd been stealing from Damage Control and illegally selling hot weapons to criminals right under all their noses—yeah that's what happened when you were partly preoccupied with finding a missing Tesseract aside from everything else).

After all, at night hospitals were minimally staffed, so it'd been a bit of a wait, and in the meantime, Strange had already taken care of his own nose using the Mystic Arts, something that proved to be a simpler fix than his hands had been (unfortunately). That and got their street clothes from Stark's car so he wouldn't look like some kind of hardcore cosplayer while hanging out in a hospital waiting area.

"Mr. Stark?"

Another young nurse, her violet hair pinned up, poked her head into the waiting area, hugging a clipboard to her chest.

Stark lifted a suave eyebrow and held up the index finger of his free hand. "Dat's be," he said, managing to make that sound charming. He threw a glance over his shoulder at Strange as he followed the nurse to get his nose x-rayed.

Strange glared at the man as he crossed his legs, then nabbed a magazine and flicked through it. Thanks to the spell he'd used on them both, he was not only able to understand spoken Japanese as English and speak it even as he perceived English coming out of his mouth, he was also able to read the _kanji_ and _hiragana_ everywhere, recognized it as Romanized and in English.

The Mystic Arts did indeed have their perks.

After a few moments though of pretending to be interested in pop idols and celebrities, he grew restless (and who was he really trying to fool anyway, when everything about being in a hospital suddenly reminded him of his life working with Christine?) and needed to stretch his legs. Actually, given that he'd never had a chance to explore that experimental treatment developed in Tokyo to try and fix his hands, he found he was curious from a medical perspective what they were doing here in terms of therapy for people recovering from damaged limbs. When he'd been desperately trying to get his hands fixed, before he'd sought the Ancient One, there had been an experimental procedure in Tokyo he'd wanted to make a try for, but by then he'd bled himself dry financially.

At first the staff there was skeptical, until they recognized his face from a highly acclaimed medical journal as he treated them to the old Dr. Stephen Strange charm, and then they were all praises. Some of the women even blushed a little, and one of the senior doctors, overcome with Sycophant's Syndrome, insisted on giving a personal tour. Admittedly, Mitakihara General was actually a very impressive, cutting edge medical facility.

As Strange humored the man and let him lead him about the ward, he caught sight of an invalid boy recovering in one of the private patient rooms. The mid-morning sun that shone through the window revealed that the boy sitting up in the bed had a rather empty expression on his face.

Something of Strange the brilliant neurosurgeon whispered to him, prodding him to follow his instinctual curiosity.

The _kanji_ on the nameplate outside the room read: _Kamijo Kyosuke._

* * *

When Madoka woke up that morning, it took her a few minutes after she sat up to remember that what had happened yesterday _had_ actually happened. And then remembering made her groan and smack her face into her yellow body pillow.

As usual, her mom asked, "What's going on in your world?" as they stood together at the bathroom mirror, brushing their teeth.

Yet Madoka didn't feel much like herself today, so she simply shrugged and when, "Eh."

Junko spat into the sink and then rinsed. After dabbing her mouth dry with a towel, she asked, "Really? 'Eh'? That's all you got for me?"

Well, it was either that, or completely admit that she'd encountered two—no, make that three—Avengers yesterday. Not to mention she'd learned about the new transfer student Homura Akemi leading a double-life of her own, one that appeared to involve getting on the bad side of the Avengers—or at least, being a person of interest to them.

So, really all she could say was "Eh."

Though she might as well at least admit, "We got a new student yesterday."

"Oh? Yeah? What're they like?" Junko wanted to know, brightening as she ran the bristles of her toothbrush under the tap.

"Um…she's nice," Madoka improvised. "I mean…she's pretty quiet, but I think she could be nice if you get to know her."

"Hm, well now, sounds like there could be a new friendship there."

"Yeah…."

To Madoka's genuine surprise though, Homura Akemi showed up in class that day. She'd half-expected her to duck out, seeing as how the Avengers were tailing her. But there wasn't even some sort of wanted alert going out on TV or on social media.

Which was odd too. When everyone was looking for the Winter Soldier after the bombing at the Sokovia Accords Summit in Vienna, putting his face everywhere drew him out of hiding pretty quick (something she only really thought of because they were currently discussing the Accords for civics).

But since Homura _was_ here, that probably meant that whatever the Avengers wanted with her, it was such a huge security risk that shoving her into the public eye for other people to see and help identify her was more dangerous than one would think.

Well, that was a theory she came up with anyway, and in all likelihood not a very good one.

After school, she left with Sayaka and Hitomi as usual. She and Sayaka both cast glances back at Homura, who headed off in her own direction predictably enough, walking with that ethereally graceful gait of hers.

Then she cast a glance right back at them, and Madoka's heart jumped when she sensed a warning in it.

In fact, Homura had done a good job of steering clear of her and Sayaka that day, and though Sayaka had probably paid her more attention than perhaps was necessary, Madoka didn't sense Sayaka's trademark prickliness either. Something about Homura put her off, definitely, that was obvious, but she was also curiously pensive about Miss Fugitive-from-the-Avengers.

Madoka asked about this later once it was just the two of them, after Hitomi had left for her piano lessons and they were heading for the mall to make another go of finding something for Sayaka to take to Kyosuke at the hospital.

"I dunno," Sayaka said, evasive. "I mean…I guess I gotta give the girl some credit for taking on Iron Man and Dr. Strange. Gives her that…roguish edge, y'know?"

"Oh, you mean like a rebel." Madoka grinned. For all of Sayaka's talk of justice, she also had a thing for taking matters into her own hands—so long as it was for the right reasons, of course.

"Yeah. I mean hey…Captain America went all rogue, didn't he? He didn't let other people tell him what justice was supposed to be, he just did what he felt was right in his guts. Though Cap usually _is_ right." Sayaka grinned back.

Although today Sayaka was triumphant in finding the CD she wanted to bring Kyosuke (Schubert), it was already dark by the time they left the mall. And normally, Madoka wouldn't be bothered by them being out when it was so dark, but combined with the events of the previous day, she suddenly had this sense that someone was following her and Sayaka on their way back home, just on the edges of where the light from the streetlamps could no longer reach.

Initially she thought it might be Kyuubey, she even though she caught a glimpse of red eyes peering at her from a trashcan, but no. The street was very quiet and empty.

The bulb on the streetlamp ahead was out, creating a larger patch of darkness before them. Then it seemed that the darkness was stirring, as a slumbering beast that was awakening. As she and Sayaka crossed into the last patch of light before that thick stretch of darkness, Madoka bit her lip.

A moth fluttered past.

Which wasn't anything unusual.

But then another and another fluttered by.

And they were getting bigger.

And they didn't look…normal.

Madoka glanced over her shoulder at one, and it—

 _Had a face. A smiling face._

She froze.

Sayaka got just a step ahead before realizing that she was the only one still walking. "Madoka?"

But Madoka could only point, and Sayaka followed her line of sight.

An eclipse of white moths, clustered together, all of them at least the size of a dinner plate, squeaking at them like bats in a language Madoka didn't understand. And meanwhile the darkness huddled closer around them, ringing them in the circle of light cast by the streetlamp above them.

Madoka's hand went slack and her schoolbag slipped from her grasp and dropped to the ground.

"Madoka…" Sayaka quailed, grasping a hold of Madoka's arm.

Madoka regarded her friend's profile, the way she was trying to put on a brave face, but she could tell that she was quaking down to her shoes.

Just like she was.

The capering moths drew closer around them too, along with the writhing, monstrous shadows, like a noose closing around a victim's neck. Their gleeful muttering grew louder, and Madoka, while she still couldn't understand them, thought she could make out what they were saying.

" _Ulla, ulla, ulla…ulla, ulla, ulla…._ "

Or maybe it was just her brain fighting to make some semblance of sense of this madness. While she had no idea what it was they were facing, or why it was preying upon them, after encountering Iron Man and Dr. Strange, as well as having a brief brush with Black Widow, only the sight in the way it distorted reality was wondrous—the event itself, she realized she was almost expecting it.

Then again, maybe she'd dreamed about this somewhere….

"Madoka, what do we do?" Sayaka asked. "I think…if we don't do something…." She turned so Madoka could see her face in full, and saw how warped it was with terror. "It's gonna kill us," she croaked.

And Madoka could see in her friend's eyes that her terror was reflected in her own face.

"I don't…know _what_ to do," Madoka whispered.

Above them, the dark night air wavered and swirled with otherworldly colors, sickening yet beautiful.

Madoka and Sayaka huddled closer, grasping quite quickly that they were no longer in their home street. Madoka's palms began to sweat, but at the same time the fist of fear clenched inside her also called to her, and she felt again that same thing she'd felt last night, of another being channeling her body, even as she was aware that she still had control of it.

She was Madoka and Not Madoka at the same time.

Or maybe…it was something else.

 _You know what's coming._

The giggling moths split open and melted into grotesque, ghostly shapes that reached out to them with ghoulish hands, and Madoka noticed that when the light of the streetlamp struck them, they were shown to be more transparent and less substantial. Moreover, the streetlamp was indeed still there, even if the rest of the street wasn't.

Like they were being pulled in between two worlds.

 _"MADOKA!"_

Madoka jumped. "Homura?" she breathed.

Sayaka gave a growl, trying to swallow her fear as she took a swing at the nearest apparition with her schoolbag. It passed through the entity as though through thick smoke.

"Take that!" she yelled, and then yelled again, this time in fright, when the creature reformed and reached out to them again, swelling in size and opening wide a set of glistening jaws lined with the teeth the length of sabers….

 _Mommy…Daddy…Tatsuya…._

Madoka squeezed her eyes shut, tears springing to her eyes.

Then Homura's voice cried out in her mind again.

What was going on?

Why did she feel this blinking electric current pulsing inside of her?

And then, just a flash: a fleet of giant spaceships shaped like giant rings, spinning in space, barred by an invisible force that was colored…pink?

Another flash: a circle of six bright glowing stones, one red, one yellow, one orange, one green, one blue, and one violet—

 _"MADOKA!"_

A flash of light, this time golden, followed by ghastly screals of pain.

Madoka's eyes flew open.

"Woah!" Sayaka gaped in awe at the golden girl who had appeared atop the street lamp.

She looked…familiar.

The girl had golden blonde hair, done in thick corkscrew pigtails. A tiny hat with a feather was perched on her head, adorned with a golden gem, and she wore a frilly corseted of yellow and brown and tall leather boots. She curtsied for the two of them, and as she did, two long rifles fell out of her skirt. She grasped both of them and aimed and fired each in two quick successions.

Madoka and Sayaka had to duck when she fired, and the agonized, eldritch screeches behind them indicated that this girl had come here armed to fight whatever evil creatures were attacking them. And indeed, when they opened their eyes and dared to look behind them, there was nothing left but smoking craters in the asphalt, and the rest of the fiendish creatures and shadows retreating.

"Oh no you don't!" The girl leapt from the streetlamp and landed spryly on her feet, like a cat. She grinned at Madoka and Sayaka. "If you please, you may want to duck again."

As they did, she swept out an arm and summoned a half circle of at least twelve smaller rifles, and like before she fired them all off in quick succession, bursting with golden light and orange sparks.

The remaining monsters burned away, and the real world of night seeped back in as the sky was restored, no longer filled with those alien colors, everything quiet and serene as before.

"That about does it," the girl announced, and she turned to Madoka and Sayaka and curtsied once again, though this time no guns dropped out. "Are you two all right?" she asked as she straightened, holding out a leather-gloved hand to help them up.

Sayaka accepted it, and together they pulled both her and Madoka to their feet.

"Thank you so much, that was amazing!" Sayaka gushed, blue eyes sparkling.

"Oh, I assure you, it was nothing," the girl told them with sincere modesty. "Just doing my job."

Madoka meanwhile could only stammer as she thought of Homura, and the way she too had been dressed in a strange frilly dress of violet and possessed of superhuman power. "A-Are—Who _are_ you?"

 _Why, she's a magical girl!_

And out of the shadows leapt another creature—the cat-bunny from earlier. The one that'd been hurt, though it looked perfectly fine now.

The one Homura had told them to stay away from.

The one she'd said was evil.

Yet, when the girl glanced over her shoulder at her, it was with a smile of something like sororal fondness, and the catbunny itself padded over and nuzzled up against the girl's legs in a very feline way.

"Indeed," the girl concurred, and then brushed at the long feather in her tiny hat. "Magical Girl Mami Tomoe, at your service. Pleased to meet you. You two go to Mitakihara Middle School, correct? I go there as well. I believe I'm a year above you, in ninth grade."

"Oh, yeah." Madoka, mind still reeling, managed to find a smile—whatever Homura had said about the catbunny, this girl she knew deep in her bones she could trust. "I thought you looked familiar…."

"What was…that thing?" Sayaka asked, referring to the abomination that had tried to tear them apart.

"A witch's familiar." Mami smiled more widely, softly. She really was very lovely. "That's what Magical Girls do: they hunt witches and their familiars. Witches are beings of pure evil that would hurt innocent people, if not for those like myself."

Madoka blinked. "And…how did you become like that?"

"Why thanks to Kyuubey here of course." Mami giggled delicately behind one gloved hand. "He's the one who forms contracts with girls he chooses to become Magical Girls."

Sayaka caught Madoka's eye, and Madoka furrowed her brow when her friend muttered, "That Akemi girl neglected to mention that," as though gritted teeth.

It was Mami's turn to blink. "Akemi? You mean that girl who just transferred into your class? Kyuubey warned me about her."

"Did he?" Sayaka chuffed, hands on hips. "Yeah, we ran into her, on the run from the Iron Man and Dr. Strange last night. She must be a Magical Girl too, I guess, but nothing like you. Like I said, she didn't say a thing about Magical Girls and fighting witches. _She_ just said we shouldn't trust _him_." She pointed her finger at Kyuubey.

Kyuubey stopped rubbing against Mami's legs and sat back on his haunches, swishing his big bushy tail back and forth and cocking his head to one side. _What? Why little old me?_

Mami just laughed. "Oh Kyuubey, I wouldn't worry. We've been together for how long now? And you've never led me astray any of the times you've given me a helpful word or two." Then her smile withdrew as she turned suddenly very serious. "But you say Iron Man and Dr. Strange were chasing her?"

"Uh-huh."

"I see. Then she _is_ the one I need to find."

"Eh?"

Mami considered Madoka and Sayaka again, and then her mouth curled into a grin that was far more mischievous.

"Want me to let you two in on a little secret?" she asked.

Madoka and Sayaka looked at each other again and then nodded.

"Well," Mami began, "before I get into that, it would indeed seem that this Homura Akemi is another one of… _my_ sort. Though I'm not surprised at her behavior either. Most other Magical Girls are pretty ruthless about witch-hunting. Because you see, when a Magical Girl kills a witch, she gets something called a Grief Seed, which—" She paused for a moment and pointed to the golden gem pinned to her hat, set in the shape of a flower made of gold wire. "This is what's called a Soul Gem, it's what gives a Magical Girl her powers. And Grief Seeds clear up the darkness that builds up inside it as a result of using that power, restoring the health of the Soul Gem. Very important to keep up that sort of maintenance."

With a wave of her hand then, the air wavered around her like heat and her clothes melted away to be replaced by the Mitakihara Middle School girl's uniform. And the golden gem had become a small egg shape set in gold filigree.

"Admittedly, because of the necessity for Grief Seeds, and because the more Grief Seeds you have the more power you're capable of using, other Magical Girls get in very fierce competition with each other in witch-hunting. After all, whoever defeats the witch wins the Grief Seed. Some even wait until a familiar—a minion of a witch, like the one that just attacked you two—turns into a witch itself before fighting it, since familiars don't _have_ Grief Seeds."

"Well that's pretty selfish," Sayaka observed disapprovingly. "Cruel and irresponsible too. That thing was scary enough, and definitely would've finished me and Madoka off if you hadn't come and saved us. If you were to let either of those things just roam around, they could still hurt someone." She spat. "Lemme guess then: the real reason Akemi was trying to do Kyuubey in was to keep him from making more contracts with other Magical Girls. Bet you I'm right."

"That could very well be," Mami agreed gravely. "Unfortunately, given how easily Kyuubey bounces back, that seems a rather fruitless endeavor."

 _That's an understatement. Mami rarely, if ever, has to heal me._ Kyuubey shook out his set of long secondary ears, the ones that were spliced three ways at the end and ringed by gold rings, while his catlike primary ears wiggled.

Well, that could be an explanation for why this Kyuubey was completely healed without a scratch on him even after what Homura had been doing to him yesterday.

Still…there had been something in the way Homura had regarded the little one that didn't _seem_ like malice. No it was more like…anger. _Cold_ anger, but anger nonetheless. And anger and malice didn't always go hand in hand.

Sayaka's eyes meanwhile shined with admiration, the same kind as she did whenever the subject of Captain America came up. "So then Mami…you're like a hero. Like the Avengers...sort of…."

"Heh, heh, well, I don't know about that. But here's this secret of mine." And Mami leaned in. "I'm actually giving the Avengers a bit of a hand."

"No _way_!"

"Yep. Black Widow approached me about it, said that they're here looking for something called a Tesseract—that thing that opened that hole in the sky in New York years ago. Apparently Homura Akemi got her hands on it."

"What the _hell_ …?!"

But Sayaka's voice waned out of Madoka's focus of hearing as she sensed a weird shiver from Kyuubey. She glanced down and noticed that the catbunny was peering up at Mami with his red eyes in a way that, well. His eyes, it seemed, were always pretty blank. Yet somehow Madoka could still seem to tell what he was thinking.

That he was regarding Mami with disapproval.

For helping the _Avengers_?

And sure enough, Kyuubey stood on all fours and cut in, _Mami, I must say, I am somewhat disappointed in you, that you didn't inform me of this until now. And I'm not sure I like the idea of it much. Your focus should be on hunting witches, not dallying with the likes of these…Avengers._

Sayaka and Mami both looked at Kyuubey with surprise.

"Kyuubey…." Mami actually sounded a little hurt.

"Hey, come on," Sayaka tried to reason, "they're the Avengers, they believe in justice, they're superheroes. Sure they don't fight witches, but they fight all kinds of other forms of evil. No need to diss 'em like that."

Kyuubey made a noise that sounded like a sigh. _Of course, I can't make you do or not do anything, I'm just trying to warn you. If you know what's good for you, you'll keep away from the Avengers._

He glanced rather innocuously over at Madoka, but then for a moment, she thought his gaze seemed to have turned…hungry.

Then she shivered and the impression was gone.

It was just the adrenaline from that encounter with the familiar that had nearly gotten her and Sayaka. It was making her jumpy.

Then Kyuubey addressed her and Sayaka both: _You know, Miss Kaname, Miss Miki: we could always use more soldiers in our ranks, if you understand what I mean._ He blinked, slowly, steadily. _How would the two of you…like to become Magical Girls too?_

* * *

So, things didn't go quite as Kyoko had planned.

The other night, she got home after defeating the witch Gertrud in the alley, tossing up and catching the hard-won Grief Seed over and over in her hand, only to find her houseguests not only still there, but making themselves quite perfectly at home inside the sanctuary of her father's church.

Which is to say, at home in the church's basement.

While Kyoko hadn't been too keen on her guests landing their ship in front of her father's church, to say that they'd forced themselves into her company wasn't precisely true. It was more that when they'd asked her for refuge, she'd considered it a burden on herself to grant it to them, and really only did it because she'd heard her father's voice in her head, a ray of sunlight from those halcyon days before everything had gone to shit in her life, gently admonishing her for not doing right by her fellow man and giving them succor.

Even if one of those men was really a god as far as all and any were concerned, and the other man was well, half-beast for all intents and purposes.

Just the same, she'd kinda hoped they'd be gone, as she was angry with herself more than anything to allow herself to get saddled with this kind of responsibility, her father's teachings be damned. Not like they did him any favors anyway.

The hackles of her red hair raised as she stood at the top of the basement stairs, and she nearly crushed the Grief Seed in her hand in her frustration.

"What the _Hell_ are you two still _doing_ here?!" she demanded through gritted teeth.

Dr. Bruce Banner, a.k.a. The Hulk and a _huge_ fugitive to say the least, wearing pants and a collared shirt that didn't exactly fit him, was tick-tacking on an old computer he'd salvaged from her father's old office and managed to connect it to it some sort of long poky alien-looking wire, twisted around in the fold-out chair he'd found to sit in. Meanwhile, Thor Odinsson, king and ruler of Asgard, famous long blond hair inexplicably shorn, still wearing sleeveless leather battle attire and boots, sat on an old crate full of candles Kyoko's father never got to use, fiddling with the handle of his new weapon—not the hammer, Mjolnir, that apparently had been destroyed (impossible though it seemed), but a bigger, more axe-like weapon he called "Stormbreaker".

He had a small fire crackling before him with wood from some of the pews used as fuel (not that Kyoko cared actually, most this wood was going to rot anyway), and didn't immediately look up until Banner said, "Oh…hey…kiddo…" rather awkwardly.

"Don't 'kiddo' me," Kyoko snapped, only to catch a whiff of something delicious and realized that Thor was in fact roasting what looked like a rabbit over the little fire.

It smelled _really_ good.

Kyoko ran her thumb over the Soul Gem currently in ring form on her finger. "See you found something to eat," she observed, trying to sound casual. If she were being honest, as much as salt and sugar were staples of her diet, she did miss a real cooked meal, and she'd never had rabbit before.

"Yes well, important to keep doing things like eating," said Thor. Though he chuckled, Kyoko detected a distinct lack of mirth.

Then her stomach growled, and suddenly the cup ramen she had planned for her dinner didn't appeal to her. Stalking over to a small cabinet that used to hold sacramental wine and whose drawer she used now to keep her horde of Grief Seeds, she asked, "Mind if I have some? I mean…." She pulled opened the drawer in the cabinet and surreptitiously dropped her recently won Grief Seed inside of it. "I know I didn't really offer _you_ guys anything but…."

"Hey, we got a roof over our heads anyway thanks to you," said Banner, folding his arms. "Not much we can do with the ship, after all. Pretty wrecked."

Kyoko raised an eyebrow at him. "Okay so: what, you were in like…space…for the last two years?"

"Mmm." Banner massaged the back of his neck, discomfited. "Pretty much. But…I guess you could say I was sort of…kidnapped."

"Kidnapped?"

"By…well, by the Hulk. Basically."

"Oh Mr. Mean-Green-Punching-Machine."

Though Banner laughed, it was hollow, much like Thor's chuckle had been.

Kyoko shook her head and glanced between the two of them. "Anyway, mind if I join you and have a little…?"

"Rabbit?" Thor supplied when she let her words hang in the air praying one of them would fill in the blanks for her so she wouldn't have to finish the plea herself.

"Well, I mean if you're insisting…." Kyoko jammed her hands in her hoodie pockets and plopped down on another crate of candles near the little fire. "I guess I could have a little."

The corner of Thor's mouth quirked, but other than that, he was still very perplexingly subdued for the god of thunder.

"And…it's fine," Kyoko went on, fidgeting a bit, "if you need to keep staying here…and do whatever it is you gotta do here. But…I _would_ like to know…I mean, if you're gonna stay, I gotta ask…like…what're you two doing here? Like what's up? Something's gotta be going on if you guys are showing up here, whatever the reason."

Thor glanced over at Banner with his one eye (his other covered by an eyepatch), and the two of them shared a wordless exchange before that eye swiveled back onto Kyoko.

"Of course," he said, rather gallant in that way that only dashing rogues could be. "Do you wish for the long version, or the short version?"

"Um…the short version I guess. And then if any other details become relevant, you can explain those later?"

"Very well. Banner?"

"You want _me_ to start?"

"I'd rather you did, actually," said Thor, perhaps more curtly than he meant to as he checked the rabbit to see if it was done roasting on the spit yet, because then he added, more contritely, "If you would. There are…parts I'd rather not speak of myself at the moment."

Kyoko frowned, though not in annoyance. If she had to guess, there was something about Thor's overall gloomy demeanor that echoed the sourness of her own heart.

"Okay. I'll do my best." Banner took a deep breath and blew out his lips, rolling his eyes up to the ceiling as though he'd find the words on where to begin up there. Then he dropped his gaze back down to Kyoko and said, "So, you know about what happened…in New York…six years ago?"

"What that whole alien invasion thing?" Kyoko remembered seeing that footage on the news, sitting on the floor with her little sister…her mother and father with them. Such dramatically violent things like that had felt so far away back then, problems that at the time someone like her didn't have to be wary of.

"Yeah, that. And that hole in the sky? That was created by this blue cube called a tesseract. _The_ Tesseract, I guess would be more accurate. But right after the hole was closed, said Tesseract mysteriously disappeared. However, thanks to a little tinkering on my part with his old dinosaur—" He jerked his thumb at his computer screen behind him "—I managed to jerry-rig it to something of a makeshift antenna from the ship that can track its signature."

Kyoko blinked. "You mean…that thing's been… _here_ …this whole time? I didn't even think it was actually _real_."

"Yeah…um…basic…ly…" said Banner with another measure of awkward uncertainty—really that appeared to be his default setting when he wasn't talking strictly science anyway, no less not talking science to people who could effortless understand it. Honestly, Kyoko was rather amazed that such a soft-spoken man was the same guy who turned into the monstrous Hulk.

"How in the hell did no one pick it up until now?"

"Well, it's not like the Tesseract works the same as like a nuke or…gamma radiation," Banner groused.

Thor actually snorted in mild amusement.

Then Kyoko gasped. "Wait a minute: that's why the Avengers are showing up here!"

Banner and Thor glanced at each other.

"So they _are_ here then," Thor muttered, and again, that ghost of a smile.

Kyoko raised an eyebrow again but made no comment. If she were being honest, she was a little disappointed. Thor was supposed to be the wild card of the original assemblage of the Avengers, but…this guy seemed a bit…broken.

Then again, she knew a thing or two about that.

And as Thor hacked off a leg from the roasted rabbit and passed it to Kyoko, she said, "Okay. One more thing then: you mind telling me where the two've you've been for the last two years? Like _really_. Not just 'in space'," she pointedly added, eyeing Banner.

But he and Thor looked at each other like before and then Thor asked, _again_ , "Well, that depends: do you want the long version, or the short version?" pointing at her with the other rabbit leg, having tossed a chunk of the breast to Banner, who mumbled something about 'being savages', but it couldn't be helped since they lacked proper dinnerware: Kyoko had since used all the paper products in the cabinets, and as for the plates and utensils she'd sold them all for money back in the early days trying to make it on her own.

Kyoko cleared her throat and started, "Um, well, the short—"

"Unfortunately, this particular account _only_ has a long version," Thor cut in frankly. "Meaning we'll have to save that for another time."

"Kay, fine," Kyoko grumbled and tore off a bite of rabbit with her teeth—which placated her somewhat because it was _delicious_.

"You like it?" Thor asked, and some of his sobriety actually lifted at the prospect of getting a compliment on his cooking.

Kyoko swallowed and grinned. "Yeah. Pretty good."

"I'm afraid it's not all that much, but given where we are, I think we'll have to rough it for a bit, until we get our bearings," Thor supposed, taking a bite himself.

"Yeah, well, beats stealing, anyway," Banner observed. "I got enough reasons for people wanting my head. Though if the circumstances call for it, I'm not above it either. Sometimes you just gotta 'borrow' someone's motorcycle, am I right?"

Kyoko snorted. "Hey, don't feel bad. I steal my food all the time. This is the first decent meal I've had in like…ever."

Thor and Banner glanced at each other again, this time much more gravely.

"So, you really _do_ live all by yourself here?" Banner finally asked.

"Yup."

"Where are your parents? I mean…you got like…a family?"

"Let's see. Do you want the long version or the short version?"

Something about her tone must have made them realize that when it came to her past, it was best to tread lightly, if they were going to tread at all. Nevertheless, they both managed a genuine laugh at the way she'd rather cleverly flung their words back at them.

"The short version," said Thor at last.

"Okay. Dad, Mom, sister: all dead." Kyoko took another huge bite of rabbit, chewed, and swallowed.

When neither of her guests said anything, her eyes flicked between the two of them, the heat blooming suddenly in her cheeks.

Then Thor offered, very sincerely, "I am sorry for that, Miss Kyoko. And I sympathize to a degree…." But then his expression retreated, as if he weren't up to expounding on the matter.

Of course, Kyoko was the last person to get hung up on something like that. She knew that look. It was the deadened look of recent loss, when your world's blown up in your face and you don't know where you are, where up or down is, or if you can even survive trying to move forward, even if before it always felt like it was no problem.

"Okay," she said, quieter, with a little more gentility than normal. "No worries. I'm no good talkin' about heavy stuff anyway," she added, blinking rapidly and devouring more meat with more gusto than perhaps was necessary.

Then she felt Thor's one good bright blue eye on her, and she met it with her two red ones. Something else inside her softened even more. Then she looked away, feeling like he was seeing into her the way no one else had ever been able to. Not even Mami.

"Anyway," she went on, trying to be cool again, "can Ieast ask how is it—I mean did you two always know how to get by speaking Japanese?"

Thor grinned, and this time it was far brighter than before, and Banner's lips just curled.

"Just very keenly interested," was Thor's answer.

"College," was Banner's.

Sure, why not?

Kyoko supposed she could live with what she got as far as info was concerned.

She cleaned the rest of her rabbit leg down to the bone and then tossed the remains into the little fire, making it pop and the leaping drops of grease sizzle. "Thanks for the grub," she said as she got up and brushed off the back of her shorts. "Well, I'm off for some shuteye. I'll be stepping out in the morning though. Errands, y'know."

"Errands?" Banner asked casually.

Kyoko tossed him a half-smile, showing off one mischievous canine tooth. "Yeah, errands," she told him. Then she started up the basement stairs, her boots light on the steps.

That night she curled up in her usual little nest of purloined comic magazines, _manga_ , and snacks in the church attic, and then at first light she pounded downstairs and, finding Banner already awake, though rubbing his face tiredly, she went over and dumped a bunch of snacks in the guy's lap (Thor appeared to have stepped out for the moment).

Banner snapped fully awake with a snort. "Woah, what the—?"

"In case you guys get hungry," Kyoko explained, and then held out a can of milk coffee. "Here."

Managing to understand what it was, Banner took the dose of caffeine gratefully. "Thanks."

"No probs," said Kyoko. "Oh, and dinner's on me, just FYI."

Then she hopped back upstairs and bounded out of the church, a box of Pocky in the pouch of her hoodie.

And when she got back, she did indeed treat them to some of her large stash of cup ramen.

* * *

Later that night, Madoka had crawled into bed, feeling somehow weighted by the offer Kyuubey had made her and Sayaka.

To form contracts with them to become Magical Girls like Mami…like Homura Akemi.

In her dreams, she was confronted with the image of Homura Akemi, crying and begging her not to do… _something_ , but even though her lips were moving, Madoka couldn't hear what she was saying. She tried to figure it out, but she wasn't fast enough to keep up and read her lips properly.

The next morning on the walk to school, she noticed Sayaka acting cheerful as normal—perhaps _too_ cheerful—with Hitomi. She wondered what Sayaka could be thinking about all this. When Kyuubey had initially asked them, they'd both been too stunned to really answer, and Mami had assured them that they could take some time to think on it—it was a big decision to make.

After all, part of forming a contract with Kyuubey to become a Magical Girl required them to make a wish. Any wish they wanted. But only one.

Caught off-guard, Madoka had no clue what she'd wish for. Sayaka seemed to be just as bewildered by the concept of being able to wish for _anything_ and it would be granted, guaranteed.

What a miracle that was.

Perhaps as a means to continue his sales pitch, as it were, Kyuubey did something when they got to school and linked her and Sayaka's minds with Mami's. That was pretty cool. It didn't escape Homura Akemi's notice though that they were all getting chummy, and when she caught sight of Kyuubey (it appeared that people like Hitomi and other members of the class couldn't see him at all), her eyes went wide with something Madoka could only describe as "death shock", and she clenched her fists so tight that her knuckles turned white.

However, when she attempted to confront Madoka and Sayaka, Mami had stepped out of the shadows, Kyuubey in her arms, smiling a smile that Madoka suspected was what one called a "dangerous smile", and Homura withdrew, making an odd hissing sound between her teeth before doing so.

Madoka, for her part, worried on the other thing bothering her: the real reason Homura had been trying to kill Kyuubey. As their teacher went on about the Sokovia Accords for civics, she had to wonder if it _really_ was true that he was evil when clearly…he was doing good? By making Magical Girls to fight witches…right?

She was so preoccupied with this that she didn't even notice that Sayaka was splitting off from her and Hitomi after they let out of school until she heard Hitomi call, "Hey! Sayaka! Where're you going?"

"Oh, I'm uh…gonna visit Kyosuke a little early today."

Sayaka's and Madoka's eyes locked. And neither of them needed telepathy to know what the other was thinking. Madoka could almost feel Kyuubey's eyes on her as she thought back to what she and Sayaka had discussed privately at their spot on the school roof earlier that day during break, before Homura had shown up to confront them.

 _"We could wish for anything, you know," Sayaka said. "Can you just imagine? How many times do people like you and me get an opportunity like that? And yet…." She dropped her voice and looked over her shoulder at Madoka, sitting with Kyuubey actually curled up in her lap, like the two of them had always been together. "Do we really deserve a miracle like that?"_

Madoka wondered again if Sayaka had been thinking of Kyosuke.

Hitomi sighed. "Oh. Okay then. All right, well, see you later?" and she smiled, but to Madoka it seemed slightly forced, which was odd for someone as positive as Hitomi normally was.

But she brushed that aside as the two of them waved goodbye to Sayaka. Madoka almost called out when she saw Kyuubey dart out of a row of rosebushes and bound after her, but instead kept her mouth shut, and went with Hitomi in the opposite direction.

"Hey, Madoka?" Hitomi piped up as the two of them boarded the train towards downtown.

"Yeah?" Madoka wrapped her fingers around one of the metal poles and hung on as the doors shut and the train lurched forward.

"Um…." Hitomi hung onto her own pole and stared distantly out of the window for a moment. Then she shook her head. "Never mind."

"Okay."

And Madoka too looked out of the window, thinking about the Avengers. About Sayaka. About Mami. About Kyuubey.

About Homura.

She had a bad feeling that her life was brushing up against something that was bigger than anything she could fathom, and admittedly, that scared her.

As much as that witch's familiar last night did.

She knew one thing for sure: she never wanted to be that scared ever again.

* * *

Kyoko, decked out in her Magical Girl regalia, used her giant spear as a balance as she tight-roped it along the edge of the roof of the hospital, on the alert again for witches.

She'd decided to risk it in Mami's territory again. She didn't know what was compelling her, maybe because she'd gotten away with it once, she thought maybe she could do it again. Maybe it had something to do with Thor and the Hulk being her houseguests. Before it'd just been trying to get away from them, but now, she found herself thinking back to the old days, when she'd first started fighting witches, and why she'd started in the first place. Like their heroic natures were…rubbing off on her or something.

Maybe she wanted to help them find the Tesseract too, as kind of an…honorary Avenger.

Besides, it was about time she got some good witch pickings, things had been pretty meh lately.

A flicker of blue caught her eye and distracted her from her thoughts.

She paused, and then hopped off the roof's edge back onto the roof and then peered over down at the parking lot. A girl with blue hair wearing the same school uniform that Mami did was making her way inside the hospital. Kyoko only caught a glimpse of her face, but she had to admit, what she saw was rather cute.

Then her face got warm and she ducked back down below the ledge, only peering over it again when she was sure the girl was inside.

And that was when she felt it.

The dark ripple of a Grief Seed about to hatch.

But then a prickle skittered up her spine and she stilled, and then slowly turned around.

And faced a Magical Girl she didn't recognize, dressed in purple frills, with violet eyes and raven black hair that whipped in the wind.


	6. Turn

**Chapter Six**

 **Turn**

Mami was having that nightmare again.

At first it started out somewhere else as it usually did before it got to its inevitable climax and ill-fated outcome. This time, she was in the midst of battle, but with another Magical Girl with raven hair rather than a witch, and one she recognized as that Homura Akemi, in all her Magical Girl glory of a frilly purple dress and dark tights and heels, her violet eyes flashing.

Even in the midst of this firefight, Mami couldn't help but be in awe of the moment, how vivid everything was, like it were, right down to Akemi's powers, her ability to stop and restart the flow of time at will, really and truly happening to her. At present, Akemi had time frozen, and she came at Mami with her own arsenal of guns.

It spurred Mami on as she fired back with just as much energy, the both of them dueling as two forces of nature more than two mere human girls in a violent dance made somehow more breathtaking by the fact that because time was stopped, every shot fired from either of their weapons froze midway between gun and target, creating a weave of ghostly white lines crisscrossing the gothic ruins in which they fought.

And then…they too froze.

Stopped short, Mami on her feet, Akemi crouched down, weapons aimed at each other, both of them breathing hard, both of them waiting for the right moment to pull the trigger. Or…if they should even pull the trigger at all.

Instead, Akemi opted to restart time, and the gothic ruins around them crumbled as all those bullets resumed their trajectories and struck whatever stood in their way in a brilliant popping of lights and smoke, like fireworks.

Yet not a single bullet hit either Mami or Akemi.

Then Akemi gasped out, "Behind you."

Mami hesitated, not about to fall for the old, "What's that over there?" trick.

And yet a heavy shift in the air at her back and a frightening curl up her spine compelled her to turn just the same.

And there again was the monstrous caterpillar the size of a whale towering above her. Like always, it came down upon her, grinning, just before it would inevitably bite off her head.

And as it came down upon her, opening wide its jaws, yellow eyes insane and eager to taste her blood, for all of the times she'd had to force herself to be braver than brave, Mami's legs just shook beneath her, and she just couldn't seem to move.

Just when the teeth were about to close around her however, the head of the caterpillar suddenly burst apart in all manner of colored confetti, like a _pi_ _ñata_. Mami staggered back, falling to her knees as she realized she wasn't going to die this time, grasping her unsevered neck with both hands just for good measure, heart pounding in her chest.

"Hey."

Mami looked round, and Akemi actually held out a hand to her, her violet eyes resolute, ruthless, yet comfortingly steadfast in their own way.

"Come on, everything's okay now," she told her.

Then suddenly she was beaming, and wore think rectangle-frame glasses, that raven woven back into neat braided pigtails.

Tentatively, Mami reached out and accepted the hand of Homura Akemi, and allowed her to help her back onto her feet.

* * *

The first thing Dr. Bruce Banner felt when he'd awoken that morning, besides hunger, was that need to return to his research. Not just concerning the broken-down ship he and Thor had limped their way here on, particularly where getting their communications back up and running was concerned so that they could get in touch with the Avengers (that was going to be an awkward, "Hello, how are you?", especially if Nat was on the line), but also for the matter of those spinning ring-shaped ships hovering over Earth…and the one thing, the strange phenomenon that was keeping them at bay…the faintest shell of pink light.

He had little doubt that Steve, Tony, and the others hadn't failed to notice it at least. It definitely had to be on S.H.I.E.L.D.'s radar. All the more reason to get in touch A.S.A.P..

That and, as much as he enjoyed the salty, noodley goodness of this cup ramen that took him back to his college days, he felt a twinge every time he finished off one and was left with the very inorganic, slow-to-break-down Styrofoam cup. At the moment, he was avoiding throwing them out and instead lining them up on the desk he was working at, thinking maybe he'd try potting plants in them as a fair environmental trade. When Thor finally asked him about it shortly after getting himself up that morning, he explained this thought process to him. And Thor seemed to sort of understand, at least in terms of the effort to maintain a measure of respect for nature by not trashing it.

Then Thor had himself a cup ramen and added his own empty one to the line on the desk when he'd finished.

"Training again?" Banner asked as Thor laced up his boots.

"Indeed. What else?" Thor caught his eye and then they both snorted a laugh.

As sticky as their situation was, and though neither of them would admit it, they were both kind of glad that they weren't on their own in this. It reminded Banner of those few halcyon times they and the others had hung out. Like they were normal coworkers.

Which reminded him—

"Hey, can I ask you something? Do you remember that time when we all took turns trying to pick up Mjolnir?"

Thor laughed again. "Ah yes. It was quite amusing watching all of you struggle in vain. And I mean that in the most endearing way, naturally. I was rather disappointed though that _you_ didn't give it a try yourself."

"Yeah ehhhhh…um." Banner cleared his throat. "You uh…had a weird look on your face for a split-second. When Steve tried picking it up."

At this, Thor's smile faltered. "Right. Yes."

When he didn't expound further, Banner pressed him. "Did he come close to picking it up?"

Thor stopped at the bottom of the church basement stairs. And then just admitted: "He did, in fact." Then he glanced at Banner. "Just a fraction. The merest of wobbles. Does that surprise you?"

Banner shook his head and grabbed a box of chocolate Pocky from the snacks Kyoko had graciously left them again for the day. "No, not really." He hesitated again, and then asked: "What about your new weapon? Stormbreaker? Or does worthiness not factor in this time?"

Thor sighed. "No, it doesn't. However…someone who wanted to pick it up…other than myself, well…they'd still need the power of a god, or something close to, just to be able to handle such a thing."

"Makes sense." Banner tossed the box of Pocky and Thor caught it in one hand. "Don't forget to take some sustenance."

Thor managed another smile. It was good he could still do that, despite everything.

"Ah sugar. You Midgardians sure like a lot of it," he mused, taking the time to actually read the ingredients on the back of the box. "That on food that doesn't appear to actually be food."

Banner snorted as he grabbed another box for himself, flicked it open, and pulled a chocolate-dipped wafer stick out with his teeth as one might a cigarette. He paused though when he noticed something curious near a wall of stacked boxes. A sort of…fracture to the world itself…but only in one spot.

Come to think of it, he'd noticed that Kyoko would glance at that very spot furtively from time to time and get an odd shiver about her before shaking it off and acting like everything was fine.

As he stood and crossed over to it, Thor looked up from his attempt to decipher the _kanji_ listing the nutrition facts on the back of the Pocky box. "Banner?"

As soon as Banner reached the spot though, the weird fractured look of the spot disappeared. Yet there was still a coldness that lanced through his chest. It gave him a… _wrong_ feeling. Like that sense where you know you're in the wrong place at the wrong time. Or that feeling he got when he could feel the Big Guy creeping in on him from the inside…just about to threaten to take control away from him, especially if he didn't rein in his anger.

Above him, he found the frayed end of a rope tied to the wooden beam of the rafters. He reached up and touched it, and for some reason this gave him that same feeling he'd had the day he'd put a gun in his mouth and pulled the trigger…only for the Big Guy to catch the bullet before it could blow his brains out and instead forced him to spit it back out.

Horrified, he snatched his hand away and took a step back.

"Banner?" Thor regarded him with more concern and approached him with a measure of caution. "What is it? What do you sense? You've gone white as a sheet."

"I—" Banner swallowed, but before he could explain he forgot his fear as his curiosity returned at the sight of a small object on the floor. He crouched down and to his amazement found some sort of trinket—a black ball with two spikes on either side of it, perfectly equidistant from each other. And it was balancing on one of those spikes perfectly, despite the laws of gravity.

And now with that same sense of inquisitiveness that had blocked out everything else right before he'd been struck with what should have been a fatal dousing of gamma radiation, he reached out and poked at the small black ball balancing on point to see what it would do.

And what it did, was tear open a hole in the world and pull him and Thor right into it.

* * *

"Hey. How's it hangin'?" Kyoko asked with a grin, even as she flashed a fang while hefting her spear.

Homura, unphased, stopped nonetheless. "Kyoko."

Kyoko dropped her grin and tightened her grip on her weapon. "How do you know my name?"

"We've met, actually, but you wouldn't remember," Homura responded coolly, not even bothering with being more cryptic as she brushed back the silken length of her raven black hair. "More importantly, I'm here to give you a hand defeating this witch that's about to hatch."

"That a fact?"

"It is. Suffice to say, this one and I have a bit of a history."

Kyoko relaxed just slightly. Her guard was still well up. "Oh yeah?"

"Oh yeah," Homura echoed in a deadpan parody of Kyoko's voice.

"Okay." Kyoko planted her spear. "I'm game. So why do you wanna help me out?"

Homura held up her arm and opened up her time shield. "Because I know if I don't, you'll probably die."

"And you know how to _not_ die, is that it?"

"Yes. That's it."

Kyoko raised a skeptical eyebrow at her, but before she could argue further, there was a shift in the air, and the both of them tensed, on alert. Kyoko held up her spear again with both hands, and Homura crouched like a cat prepared to pounce.

The witch was coming.

Charlotte.

The world split open, like a seam in clothing revealing the colorful lining underneath. Then it spread open like curtains and invited the two of them in. Homura caught Kyoko's eye, and they both nodded, their acceptance of the invitation mutual, before they leapt as one into the maw of the witch's labyrinth.

Inside nothing had changed from any of the previous times Homura had fought Charlotte. A pathway of tea and cake and sweet delights leading further and further into darkness. But this time there was no Mami to foolishly tie her up with her ribbon.

A few candy wrapper familiars bounced their way toward them, advancing. Kyoko slashed through them with her spear without hesitation. When more came, Homura froze time, reached for her gun, and blew them all away. When she resumed time, to Kyoko's perspective it would've appeared that she'd disappeared in one instant, and in the next reappeared with the familiars inexplicably dead at her feet.

Kyoko stopped short and blinked. "Wow, how'd you do that?"

"My magic, obviously, where do you think?" Homura answered, brushing it off.

Though Kyoko groused, she made no further attempt to press Homura for answers as she followed her through the doorway into the shadow room full of floating lights, the bridge leading them across the syrupy, saccharine river of molasses.

In the heart of the labyrinth, there was Charlotte slumped like a ragdoll in her high, stilt-legged chair, so deceptively harmless. Homura leapt over the low wall of colored macarons, but Kyoko leapt forward even further and got ahead, raising her spear.

"That's the witch up there, right?" And without waiting for Homura to answer, she called up to the enemy: "Yeah, get down here, you!" Then Kyoko slashed at the legs of the chair, slicing them clean through.

Homura took care of a few more candy wrapper familiars that chased them from behind, the same way she dealt with the ones on the candy pathway. "Kyoko, wait!" she shouted over her shoulder.

For quite some time, Homura had always pondered this strategy of Kyoko taking on Charlotte instead of Mami…of her and Kyoko doing it together if only to watch each other's backs…and if only out of necessity and nothing else. And now the opportunity had presented itself.

But would all of her efforts be for naught, if Kyoko simply died in Mami's place? Even with her helping? And Mami died some other way? It wouldn't be the first time that events as they usually played out had deviated and yet still turned out tragically the same.

As the doll that was Charlotte plummeted to the ground, Kyoko launched the chains from the shaft of her spear and bound the witch within them.

But no…if she did that…then what would come out—

"Damn it," Homura muttered under her breath, coming back to her senses. She stopped time just before the true monstrosity of Charlotte the smiling sharp-toothed caterpillar emerged from the doll form. In the time freeze, she took out the rest of Charlotte's familiars, bounding over their corpses up to one of the platforms that resembled a high tea table. Then she dug out a grenade, yanked the pin out with her teeth, and threw it.

It struck the bound Charlotte and blasted her as time resumed. Burst like a popped party balloon, Kyoko's chain laid uselessly looped around a burst open corpse, its head attached only by a few inches of skin as the rest of its neck had been blown out the side. Kyoko jerked said chain back to retract the length of it into her spear.

"Hey!" she snapped. "I _had_ her!"

"She almost had _you_ ," Homura told her with the bluntness of chipped ice as she landed gracefully on her feet after leaping off the platform. "I _told_ you, this one's something of an anomaly. She has a surprise that anyone who doesn't already know about it pays for when they try to fight her. Or so seems to happen in some instances. Certainly not worth risking your neck over it."

"Oh yeah?" Kyoko spat. "So how do people _know_ about that surprise if no one's lived to tell the tale?"

"Not everyone who sees her for what she really is isn't necessarily the one fighting her." Homura glared at her, lividly frustrated.

Kyoko hefted her spear, her hackles raised, clearly itching to test her mettle against Homura, only for Homura's skin to spasm in a wave of goosebumps, the hairs on the back of her neck on end.

"Shhh! Shut up!" she hissed.

And before Kyoko could retort, to both their horrors, the caterpillar had managed to pull itself back together and was rising up wearing a decidedly pissed off expression.

In hindsight, Homura really should've taken the time to finish severing the head from the body, instead of leaving a sliver of it attached. What an _idiot_ she was.

"Look out!" Kyoko bellowed.

But instead of time freezing…it was Homura who froze, stuck on her own stupidity.

As she came face to face with Charlotte the caterpillar's glaring visage. Those interlocked teeth parted as she prepared to close them on Homura—

Pathetically, Homura's mind actually went blank, as it hadn't done in a long time, and all she could think of was Madoka.

Yes, things would certainly turn out different if it was _she_ who was killed by Charlotte instead of Mami. At least, she supposed so. It wouldn't be the first time she'd seriously thought that the world and everyone in it would be better off without her.

And honestly, it was no more than she deserved.

That was when there came great cry from Kyoko, who slid underneath the caterpillar's neck, the blade of her spear pointed upward. As she did, the spear sliced right through caterpillar's throat, slashing it open, and the caterpillar got a wide-eyed look of shock on its face as it deflated. And the witch had scarce little time to react before Kyoko swung her spear at her again, this time as she leapt over her and slashed through the back of her neck.

The caterpillar gave a guttural choke, but it was done for as Kyoko came at it a third time, and this time her slice with the spear managed to take the caterpillar's head clean off, spilling confetti all around in an image of macabre festivity.

Charlotte the witch, beheaded and defeated, fell with a thud at Kyoko's feet before she popped into nothing but papery black shreds.

Kyoko surveyed her handiwork, just before the labyrinth dissipated. Then she planted her spear again and grinned at Homura. "Wow! That sure was a close call. You okay there? You just froze. Like deer in headlights and everything. You didn't strike me as the type who'd freeze up though."

"Why did you…do that?" Homura croaked, unable to help herself.

Kyoko blinked and then she gave a nervous laugh. "Oh yeah. I guess I could've just let it eat you and then finished it off after, so there'd be no dispute over the Grief Seed." She paused a moment, thinking it over, and then she said, this time smiling more gently, "I guess I just couldn't go through with it. I mean…if I'm honest…I've seen more than enough people die. Sure by now I'm so numb and throw myself so much into it and all that I shouldn't care but…I dunno. Something about you just…made me think otherwise this time around."

"Yeah…. I mean…I supposed I've seen more than enough death for a thousand lifetimes."

Kyoko whistled, though whether it was because she was impressed or because she was in a sort shocked awe, Homura wasn't entirely sure. Maybe it was both.

As she stood there though, lost for anything else to say, she unexpectedly came close to outright crying, her violet eyes stinging, tear ducts aching.

Not because she had managed to just barely escape death, not even because she'd actually experienced an adrenaline surge such as she hadn't in ages.

No, it was because seeing Charlotte defeated like that…by someone other than her…and not _after_ it had managed to slaughter Mami—

Maybe this time…things would _change._ For the _better_.

After all this _time_ …all this endless _time_ …maybe…just maybe…she could break free….

They could _all_ break free….

Or at least…Madoka still could. Maybe even Sayaka too.

She gagged on the painful lump in her throat, but thankfully was able to hold back the threatening tears as she'd done so many times before. Then, swallowing, she attempted the smallest of grateful smiles. "Thank you…" she rasped. "Thank you…Kyoko."

Kyoko's grin got more mischievous. "Besides: _you_ still gotta tell how you _really_ knew everything about this witch."

At this, Homura gave a sigh that was the closest she could get to a laugh. "Of course. You wouldn't be Kyoko Sakura if there wasn't _something_ you wanted for yourself out of this after all."

* * *

Kyosuke Kamijo raised a gray eyebrow. "Um…hello…sir?"

Strange smiled, putting on the old charm, hands in his trouser pockets. "Sorry to intrude. I was just getting a tour."

Kyosuke's hand inched toward the call button.

"I'm a _doctor_ ," Strange added, dialing back the charm in lieu of a more comforting demeanor. Oh Christine would melt to see him interacting with a kid like this.

But the way he said it must've worked, because Kyosuke relaxed. In fact, his shoulders slumped like one who was defeated. "You're some foreign doctor, right? One who says he's got the miracle cure for my hand?"

Strange hesitated, and at this he dropped all pretense. He knew all too well…that bitterness of one who feels betrayed by a breakage of their own body. Over and over he'd thought, of all the bones he could've broken, why'd it have to be the ones in his _hands_?

Kyosuke curled his good hand into a fist. "I apologize, sir, it's just…they've tried everything. They've told me it's hopeless. There's nothing that you could possibly do for me that they haven't already tried."

"Hm. I see." Strange hooked the leg of the nearby bedside chair and tugged it toward him. He turned it around so he could in it with the back facing front. Then he held out his hands to Kyosuke. "See these?"

Kyosuke half-heartedly glanced over, then his gray eyes widened a little as he took in the red marks that striped lengthwise down Strange's fingers. The ones on the back of the hands. The remnants of the countless stitches, how they'd torn open his hands and painstakingly tried to fix all those broken little joints with painful resetting pins.

Both of his hands shook, just a little.

Then he flexed his fingers. It had gotten easier, channeling the magic through to retrain them to do what they had always been able to do naturally from the impulses of his nerves.

"These were smashed in a car accident, years ago," he said. "They told me I'd never be able to use my hands again. Pity that, seeing as how I'm a surgeon."

"Oh…." That was all Kyosuke seemed able to say, as Strange next reached over to a pencil on the bedside table and picked it up with ease. He twirled it like a baton, flipped it in the air and caught it with his other hand. "You wouldn't believe it, would you? Seeing them now? How I manage to use them like I used to?"

"Are you still a surgeon, _sensei_?" Kyosuke asked.

Strange blinked, caught off-guard by the slightly more respectful address. Then he half-smiled. "Not really but…that turned out not to be my true calling." He nodded towards the boy's other hand, the one wrapped up and limp, useless, at his side. "So, what happened to you?"

Kyosuke stared a moment before realizing they were talking about _his_ hand. He looked at it, lifting it up with an effort. "Oh. This. Yeah, I got into an accident too." He heaved a sigh and raised his eyes to the window.

Despite his attempt, Strange didn't miss the telltale tear that ran down his cheek. The sunlight gave him away.

"And…is there something you were hoping to use your hand for?" Strange asked him quietly.

Kyosuke drew the back of his hand across his eyes, trying to act like he was rubbing at an itch. He still sniffled though as he turned back to Strange. "It's the violin. I always loved to play it, you see. And she…." His eyes grew distant again, but his words tailed away into silence.

Not really thinking much about it, and at the same thinking of everything, Strange leaned over, arms now crossed on the back of the chair. "What if I told you there was still another way that your hand could be fixed?"

"I would…." Kyosuke looked at him, and slowly his eyes widened again.

* * *

A prick of light glittered from the roof of the hospital. Like light bouncing off a mirror.

Distracted by it, Sayaka paused halfway across the parking lot and shaded her eyes to try and see it. But she still couldn't make it out. So, she gave it up with a shrug and hurried the rest of the way to the front doors of the hospital.

Yet when she got to Kyosuke's room, she was startled to find his bed empty.

"What the—?" Clutching the strap of her schoolbag more tightly, she took a step across the threshold with the intention of poking about for a clue as to where he might be.

"Are you here to visit Mr. Kamijo?"

Sayaka jumped in her skin and she leapt back as she whirled, coming fact to face with a nurse. "Oh, sorry!" she quickly apologized with a smile and a hasty wave of her hand. "I was just…um…."

The nurse beamed sweetly at her. "It's okay. It was a bit unplanned, but apparently they just had him prepped and sent into surgery."

"Sur…gery…?"

"Yes, it was completely out of the blue. Dr. Strange of all people was here, and he just decided to see what was wrong with Mr. Kamijo, and next thing you know, he's coming back out and demanding he be given leave to have the boy moved into surgery, insisting he would oversee. And of course well, everyone here was only too eager to oblige such a celebrity doctor…not to mention handsome…."

"I see. Excuse me." Sayaka relaxed and pushed her way past the nurse, who had since drifted into her personal fantasy of Dr. Strange, throbbing hearts in her eyes and everything.

Dr. Strange…Dr. Strange was _here_ …for some reason…after he'd given Homura Akemi chase with Iron Man…and he'd decided to take a crack at making Kyosuke better. If they'd all known it would have been that easy to get the famous Dr. Strange in to take a look at Kyosuke's hand….

Then again…the last few years Strange had been indisposed and well, he was a superhero now anyway.

Sayaka wandered over to one of the big windows in the waiting room that looked out over the parking lot, falling into a sort of happy fugue state. Like she were drifting in a fever dream.

Dr. Strange… _he_ was going to fix Kyosuke's hand! He _had_ to!

After all this time…after all the pain….

Sayaka's throat grew tight. She smiled quietly to herself, and as she did, her mind turned to the way Dr. Strange's cape fluttered in the wind.

Even after everything that Akemi girl had said, she had still been seriously considering offering Kyuubey a wish in exchange for becoming a Magical Girl, because how could a being giving people the power to fight evil witches possibly be bad? She couldn't get her head around it. And it'd be worth it, if that was the miracle that it took to save Kyosuke's beautiful and gifted hand.

It was too soon to consider it, of course. It could be that this surgery would end up a failure too, like all the other ones. Just the same, she had to consider what else she might want in exchange for becoming a Magical Girl.

From what she remembered in history, Steve Rogers had been a scrawny kid from Brooklyn before they'd given him the power of his strength. He'd been offered the chance, and he'd accepted, because he wanted so much to do his part to fight the Nazis in Germany during the Second World War. Sayaka dearly admired that kind of tenacity.

He hadn't even had to think about it.

And…he hadn't expected to get anything out of it either, aside from the chance to do some good and fight for justice.

What would Captain America do…if he were in Sayaka's shoes now? If he'd been offered a _wish_ in exchange for his power? Would he even bother thinking much about what to ask for, if that wasn't what was most important to him? If what was more important to him was saving lives and protecting those who couldn't protect themselves?

* * *

"Here."

The raven-haired Magical Girl tossed something into the air that glittered briefly in the late afternoon-early evening sun, and Kyoko caught it deftly in her hand. It was the witch's Grief Seed, no longer a threat and empty of any witch about to hatch. A Magical Girl could now use it to cleanse her Soul Gem to her heart's content. Or at least until its power to do so was depleted.

Kyoko looked up at her nameless partner and cocked an eyebrow. "You sure you just wanna give me this?"

"The victory belongs mostly to you." The girl shrugged one shoulder. "I couldn't have done it without you."

"Hm." Kyoko tossed the Grief Seed up in the air and caught it again. "Yeah, I'm not buyin' that, but I'll still accept your charitable offer." And thus she pocketed the prize left behind by the defeated witch. "Now," she added slyly, "how's about you finally tell me how you seemed to know so much about this witch? Or was your giving me the Grief See your way of trying to get me to let that go?"

The raven-haired girl considered her, and despite her cool demeanor, there was caution and wariness buried in her violet eyes, if such of the unflappable sort.

"Right. Different question: know anything about a missing Tesseract?"

There. The girl noticeably shivered and took a step back, and then, without even bothering to try and talk her way out of it, she leapt off the hospital roof and landed like a cat in a tree below, and from the tree leapt to the ground. As she darted across the parking lot and out of sight, Kyoko shook her head, deciding to let it go after all. She got another usable Grief Seed out of this, so she really shouldn't complain. With a sigh, she too leapt off the hospital roof, depowering her Magical Girl form in midair as she did so and landing lightly on her feet.

Taking her box of Pocky out of the pouch in her hoodie, she snagged one of the chocolate-dipped wafers out with her teeth and crunched on it as she made her way down the street.

* * *

While Thor might not have a clue what dimension he and Banner had managed to land in, at least it was giving him an opportunity to test the limits or lack thereof of Stormbreaker.

Which turned to be doubly good as a bunch of strange, impish critters, squeaking at the two of them in some odd language surrounded them. For some reason, no matter how hard he tried though, no matter how much he psyched himself into a state of blind rage (or tried to), Banner all of sudden couldn't seem to bring out the beastly green Hulk to pound some of these fiends into dust with his big green fists.

"Pull yourself together, Banner!" Thor shouted as he brought the bladelike hammer of Stormbreaker down on the wickedly dancing mice, causing them all to explode with pathetic screams in fireworks of electricity. Even if this would be more than easy with just Stormbreaker, it was still concerning if Banner couldn't transform at will. That and considering there didn't appear to be a way out of here, the two of them could be stuck in this place for an interminable amount of time.

Another concerning thought.

"I'm _trying_ to do it!" Banner snapped, his hands curled into fists as he gave another savage yell that did nothing to unleash the beast within. "Aw, come on, what the _hell,_ man?!" he yelled at the violent alter ego within him.

For one moment, Hulk did seem to emerge, but then it was only to roar, "NO!" before retreating.

"What do you mean 'No'?!" Banner growled, and punched himself in the jaw. To no avail, unfortunately.

Thor roared and brought Stormbreaker down again, blasting more mice to electric cinders. "Banner! Just keep behind me for now!"

"Fine…." But Banner didn't seem to much care for the idea of being helpless. As much as he'd often cursed his own power, feared it even, he knew it was a power they could rely on. Besides which, it almost seemed that for a while he was learning how to manage himself and his dichotomous life.

It was possible that having been in Hulk form for so long on Planet Sakaar…even after using him to wrestle Hela's pet wolf Fenrir…maybe this time it was Hulk who was scared. Though the idea of Hulk being scared of anything was…incomprehensible. Not impossible though. Nothing was ever impossible.

In the meantime, as Thor delivered electric blow after electric blow upon these wicked mice with the temperaments of imps or goblins. And they just kept coming, kept swarming, as though culling them like this did nothing to actually cull their numbers. More than likely, whatever means they used to "reproduce" was what had to be destroyed in order to finish them, otherwise they'd just keep coming and coming and coming as they were doing now.

But Thor hadn't even the first clue as to what that means might be, and neither did Banner it seemed.

"Damn it!" Thor swung Stormbreaker around, destroying every mouse in a 360-degree radius, but even then, more came.

"Hey, what're those ones doing?"

Banner pointed and Thor followed where he pointed.

There were other wicked mice, and they'd linked hands and were skipping around what looked like what old-time Midgardians referred to as a "maypole" at the top of which was an even odder and more wicked-seeming creature: a sad yet evil presence, a drooping, withered thing that looked like a chimaera of a cat and a dog and…something else.

A robed holy woman…a…what did they call those…? A nun?

Well, whatever it was, it reminded Thor far too much of his own grief and anger that he'd been desperately trying to hold back of late. It threatened to escape his grasp now as she stared up at this decrepit creature that seemed to rule over all these worshipping dancing mice…the world around them constantly distorting and wavering in sickly colors. And the ribbons that flew from the maypole weren't ribbons at all, they were ropes…ropes that became nooses from which other mice—dead mice, bloated and flapping like sacks—hung.

And then all of the strength left him as he stood there, staring, tears threatening as he recounted his losses, weak as a child, unable to help himself—Loki…his father…his mother…everyone…all of them dead…dead at Thanos' feet….

"THOR!" Banner shouted, but Thor heard him as through water, Stormbreaker slipping from his hand.

The decrepit being atop the maypole spotted him and grew agitated, its neck extending like a snake, opening wide viper-like jaws that were about to crush around Thor's skull, its eyes a sick parody of colorful rosettes—

Was this…really how things would end…? Just like that…?

Not even given a chance…to take revenge…?

A chain of gold flew out of nowhere and wrapped around the monster's neck, wrangling it into submission, tearing it down from its pillar of authority that was the maypole.

Thor snapped out of his stupor and whipped around, as did Banner.

It was…Miss Kyoko.

No, it couldn't be.

No…it _was_.

She wasn't dressed in her hoodie and shorts, but instead a frilly crimson dress and boots, wielding a golden spear whose point could shoot forth a long gold chain—the chain that was now wrapped around the chimaera's neck. And she pulled back on it with immense and impressive strength for one her size, a wicked grin on her face, her scarlet eyes alight with a battle-fervor that reminded Thor of a younger version of himself, back when he was cocky and full of himself, confident he could take on anyone and that being a strong and competent warrior was all that mattered.

Even so, Kyoko was unwavering as she dragged the beast toward her, dragged it to her gasping for breath at her boots, and then retracted the chain on her spear only to plunge its point mercilessly into the foul thing's neck. And even when its army of mice-imps came at her in all directions to try and protect their master from receiving the killing blow, she slew them all in her enrapturing whirling dance of death and gold chain, slicing her foes in twain spilling confetti blood as red as her eyes.

Banner started forward—an understandable impulse considering Kyoko was scarcely a child—but Thor stopped him with a hand on his shoulder.

"What're you—?"

"I think it best we keep out of her way. Look."

In that moment, to Thor, she seemed less a girl and more like one of the legendary Valkyries he had so admired when he was young. Like the one they'd met on Sakaar might have been in her prime. Now that she had the mice off of her, she spun around on the ball of one foot and plunged the spear again into the enemy chimaera with a savage cry that brought out the beast in her own eyes, glaring a crimson glare that was beyond human.

The thing gave a gurgled death cry and then went limp.

Indeed, the distorted sickly world around them crumbled the moment the thing drew its last breath, fragmenting like the stained glass of the church windows and then shattering and dissolving into nothingness, as though it had never been in the first place.

The three of them stood there, breathing hard, back in the church basement as before. Kyoko, for her part, didn't seem aware of Thor's and Banner's presences as she clutched something small and glittering in her hand.

It was the spiked black ball that had first burst open and pulled them into that twisted, morbid reality. Though Thor sensed that this time the thing posed no threat to them.

Kyoko's fingers closed around the object into a fist, and when she looked up at Thor and Banner, there were—of all things—tears in her suddenly softened eyes…and these too…reminded Thor of himself.

* * *

 _"Steve?"_

The earpiece crackled with Natasha's voice against Steve's timpanic membrane and he jerked.

While Wanda and Vision had volunteered to do some "Hulk-hunting" and see if they could find where they suspected Banner and Thor had crash-landed near the city, Steve and Natasha deployed themselves into the city and staked out for Homura Akemi, going by Mami Tomoe's intel.

Keeping an eye out on the ground while Natasha kept a lookout from up in one of the office buildings, Steve had unwittingly fallen into a sort of reverie as he'd kept his post, striving to blend in seamlessly as just another American tourist, pushing his sunglasses up the bridge of his nose, trying to keep a low profile from the raven-haired girl his eyes were following in the crowd in the bustling street. Part of it had to do with this _manga_ he'd picked up at random. At first, he'd just been pretending to read it as part of his keeping covert, but from what he'd learned of _kanji_ , coupled with the art, he'd found himself getting rather engrossed flicking through some of the pages. In truth, he didn't exactly need to be able to read it to get the gist of what it was about, but he'd made a mental note to track down a English-translated copy of it.

If he survived to get the chance to, that is.

 _Got to stop thinking like that_ , he admonished himself. "Yeah, Natasha, I'm here," he added, reorienting himself.

 _"Sorry. You did look like you were really enjoying that._ "

"It's an engaging read, for something I can't exactly read."

" _That_ does _sound engaging. What's it called? Can you tell_ that _?_ "

"Um…think it's called…. Well, the _kanji_ reads…' _Boku No…Hero…Aca…demia….'"_

" _So it's a_ manga _about heroes, I'm guessing? Anyway, you got a visual on the target?_ "

"I do. She's wearing a school uniform looks like."

" _Yellow blouse? Red bow? Plaid skirt?_ "

"Yes, yes, and yes."

Homura Akemi, suspected thief of the elusive Tesseract, moved through the crowd in the streets of downtown Mitakihara with an almost unearthly grace. Perhaps it was because she just seemed like she'd be too young to be walking with such graceful self-assuredness.

Yet she paused midway down the sidewalk, right across from where Steve kept watch, schoolbag in one hand. She glanced behind her, as though she'd suspected being followed. And then she scanned the crowd with violet eyes that Steve caught, if only for a moment.

There was…a deadness to them that definitely shouldn't be in the face of a girl that young. There was a coldness too, but…that was actually rather steely in its own way. So, not completely dead. It was just that she might've seen too much for a girl her age, and she'd long since come to terms with it. Thus the cold steel: that determination to fight against whatever horrors she had seen in her young life.

If he were being honest, they were a little bit like Bucky's eyes…when he'd still mostly been under the thrall of Hydra…with the old Bucky he knew still noticeably buried deep inside there, fighting. In Homura's case though, it wasn't so much that she was blank out of being brainwashed, but more that she'd honed her determination of her own will so sharply that in many ways she could act with the cold logic and automation of a machine.

And apparently she was more than just your average Magical Girl (if that was such a thing) in that she was packing heat. Not like Mami did, not guns from magic, but _real_ guns. Guns she somehow kept on her person with Japan's law against private citizens carrying being none the wiser.

Steve pushed up his sunglasses again and turned away, hoping Homura hadn't noticed him looking. Out of the corner of his eye though, he saw it was already too late. Her violet eyes had widened, all of her reaction concentrated just in those two irises, while the rest of her was completely calm and collected, still acting as though nothing were wrong. The moment they watchfully slid away from Steve's face though, she resumed making her way down the street, and her pace quickened, turned brisker.

"Shoot," he muttered under his breath.

" _Did she see you?_ " Natasha practically scolded him.

"Um…yeah."

" _Steve_ …."

"Jeez, I couldn't help it, there was something about her that caught me off-guard." Steve was already sticking the _manga_ back with the others being sold at the outdoor vendor, attempting to close in on Homura.

" _We don't have to time to get 'caught off-guard'._ "

"Hey, I think _you_ might've gotten caught off-guard too, if I'm being honest. She had this…look in her eyes."

" _Oh yeah? What sorta look_?"

"The kind you see in people who've hardened themselves to horrifying things. Violent things."

 _"Ah…."_ Natasha went quiet for a moment, and then said, " _So…bringing her in?_ "

"Gonna try." Steve did his best to weave in and out of the throng without stepping on anyone's toes (literally and figuratively), but Homura was already getting further and further out of his reach.

" _Maybe I should do it? I can probably hit her with a tranq from here if worse comes to worse._ "

"I don't like the idea of tranquing a middle-schooler."

" _Well, lucky you, you've got_ me _on this. Let me see if I can't talk to her._ "

Steve froze, and even though he couldn't see Natasha, he had a feeling she'd frozen too. Even as Homura was slipping away from them, he couldn't seem to move. And he almost felt…relieved, actually, hearing that voice offering to lend a hand with the operation.

"T—Tony?"

" _Hey, Cap."_ Of course, Tony Stark was trying to be his usual cavalier self, but when it came to interpersonal stumbling blocks like this, he could be his own worst enemy. He and Steve had that in common to some extent.

" _Stark_?" Natasha practically choked on the word, probably not one of her prouder moments either.

" _Yeah…long time no speak, eh…? Ah man…yeah this isn't awkward at all…._ "

Yet the sarcastic quip brought on a snorted laugh from Steve. "No more awkward than you sending me pics of an underage girl."

"Touché. _Though to be fair, I was sending them to you because she has the Tesseract, not cuz I have some lolita complex._ "

And then they both snorted, a wall briefly broken, even if there were a chance it would hastily be rebuilt soon after.

" _Okay, okay_ ," Natasha cut in, getting over her own awkwardness. " _Can we save the bromance for later? Our target's getting away: Stark, you're saying_ you _wanna try and bring her in?"_

 _"Well…I've made contact already. Sort of. Plus…I dunno. I feel like I'm someone'd she be willing to talk to. Maybe. Longshot."_

"Hey, whatever it takes, be my guest," said Steve.

" _Whatever it takes, huh?"_ Stark laughed, almost sheepishly. " _Well, Cap, thanks for the vote of confidence for once."_

* * *

Nicholas J. Fury was fiddling with the pager in his coat pocket while Maria Hill drove the SUV down the streets of D.C.. For a moment, he let the thought that he'd seen a lotta crazy shit since that day one woman saved the entire planet and noone but him and a few others even knew about it turn in his mind, how many years ago that'd been.

He hated getting old.

"Any word on that pink forcefield?" he asked, adding to himself, _There's a phrase I never thought I'd use._

Maria put a hand to the earpiece in her ear. "Okay. Yeah, nothing new yet according to coms. Just…there's a big shell of pink light around the Earth. Speaking plainly, sir, it's a wonder we even managed to pick it up. It's so faint, and the Sun's light glaring through it makes it that much harder to see."

"Faint, huh? But strong?"

"Strong enough to repel those spinning ring ships now idling near the Moon."

Fury gave a low growl. Right. Then there were _those_ S.O.B.s.

"Somethin' bad's comin'," he muttered, chewing absently on a thumbnail, watching the people in the streets go by, so blissfully unaware. Sure there'd been a newscast about the rings, but so far that was all people knew, and a lot of them were laughing it off as a hoax anyway.

Though Fury preferred that to a pandemic of panic if he were being honest.

Must be nice, being ignorant.

Maria hit the brakes at the traffic light. "Isn't there _always_ something bad coming though, sir?"

Fury raised an eyebrow at her, but Maria was already facing the road again. Though the corner of her mouth did quirk up.

At least the commercials on the radio _finally_ ended and they were going back to the music: a whole afternoon of hits from the 90s.

"Permission to turn up the volume, sir?" Maria asked when the next song came on.

Fury considered and then said, "Permission granted."

"Thanks boss."

As the light turned green, Maria turned up the volume on Garbage's "Only Happy When It Rains", which put Fury in the mind again of a woman with dishwater blonde hair and pulling off the grunge look.

A woman who'd fallen from the sky and crashed into a Blockbuster Video, and was an army unto herself.


End file.
